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T.C.C.B. — AGM Information 2026
Apr 24, 2026
52197_rns_2026-04-24_8c195f77-1c36-4037-8357-7e53fdab5d33.pdf
AGM Information
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Stock code: 2812
台中商業銀行
Taichung Commercial Bank Co., Ltd.
2026 Annual General Meeting Handbook
Date: May 27, 2026, 9:00 a.m.
Place: 10th Floor, No. 87, Min Chuan Road, West District, Taichung
Meeting format: Video-assisted shareholders meeting
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TABLE OF CONTENTS
I. Meeting agenda...2
II. Reports...4
III. Acknowledgments...35
IV. Discussions and Elections...39
V. Extraordinary motions
VI. Appendices
1. Certified public accountants’ audit report and financial statements...101
2. Articles of Incorporation...125
3. Rules of Procedure for Shareholders Meetings...140
4. Director Election Procedures...157
5. Table of directors’ shareholding status...160
Taichung Commercial Bank Co., Ltd.
2026 Annual General Meeting of Shareholders — Meeting Agenda
I. Report on the number of shares represented and declare the meeting open.
II. Address by the Chairperson.
III. Reports:
(1) 2025 Business Report.
(2) Report on the Audit Committee’s review of the 2025 final accounts and communication with the Chief Internal Auditor and CPAs.
(3) Report on the remuneration of employee compensation and director compensation for 2025.
(4) Report on the issuance and offering of non-cumulative perpetual subordinate bank debentures for 2025
(5) Report on the status of the cash capital increase through the issuance of new shares for 2025.
(6) Report on the construction progress and financial budget execution of the new main building.
IV. Acknowledgments:
(1) Acknowledgment of the 2025 Business Report and financial statements.
(2) Acknowledgment of 2025 Earnings Distribution Statement.
V. Discussions and Elections:
(1) Proposal for capitalization of 2025 earnings through the issuance of new shares.
(2) Proposal for amending the Company’s Procedures for Acquisition or Disposal of Assets.
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(3) Proposal for amending the company’s Rules of Procedure for Shareholders Meetings.
(4) Election of 12 directors of the 26th term (including 4 independent directors).
(5) Proposal for lifting the non-competition restrictions on the directors of the 26th term.
VI. Extemporary motions.
VII. Adjournment.
(All of the above proposals have been reviewed and approved by the Board of Directors upon submission by the relevant units of the Company.)
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4
Reports
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Report no. 1
2025 Business Report. (Please refer to pages 6–13 of the Annual Meeting Handbook.)
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2025 Business Report
- Domestic and International Financial Environment in 2025
In 2025, the international financial environment, amid a cautious shift in global monetary policy, saw inflationary pressures gradually ease, while economic activity showed a divergent pattern. Major central banks have adopted a prudent monetary policy stance, balancing inflation control with economic support, resulting in more moderate market liquidity. Nevertheless, against the backdrop of ongoing geopolitical conflicts, shifts in trade policies, and persistently high volatility in international financial markets, global financial risks remain elevated and uncertainty has intensified. At the same time, artificial intelligence (AI) technologies continue to spearhead global industrial transformation, driving robust growth in related technology supply chains and capital expenditures, thereby providing structural support for global economic development.
In terms of the domestic environment, Taiwan, by virtue of its key position in the global semiconductor and AI industry supply chains, has seen strong resilience in export momentum in 2025. Benefiting from the continued expansion of advanced-process capacity and a rebound in private-sector investment, overall economic growth has remained steady, helping to support domestic economic conditions. The performance of related industries has also had a positive impact on the domestic capital market and private consumption, reflecting that overall economic momentum remains active under the dual drivers of external demand and domestic demand. The Directorate-General of Budget, Accounting and Statistics (DGBAS) announced that Taiwan's annual economic growth rate for 2025 was 8.68%, with a per capita GDP of US$39,492. The National Development Council (NDC) announced that Taiwan's business cycle indicators scored 38 points in December 2025, flashing the red light. Additionally, the coincident indicators continued to rise, reflecting sustained economic growth domestically. However, in light of uncertainties such as fluctuations in global demand, geopolitical risks, and changes in financial markets, the future economic outlook remains subject to variability and must be closely monitored so that timely responses can be made to changes in the external environment.
- Changes in the Bank's Organization
(1) To facilitate the Bank's concurrent operation of securities businesses and in consideration of the nature of its operations, the Treasury Marketing Dept. was renamed the Financial Marketing Dept., under which a Bond Business Section and a Bond Planning Section were established to take charge of bond-related operations.
(2) To strengthen efforts in financial fraud prevention and anti-money laundering (AML), organizational adjustments were made within the Legal & Compliance Dept.: the Administration Section was renamed the Financial Fraud Prevention Section, and the International Anti-Money Laundering Section was renamed the Anti-Money Laundering Monitoring Section, with the aim of safeguarding the security of customer transactions.
(3) To optimize workforce allocation and support business development, the Overseas Operations Management Section and the Overseas Affairs Section under the International Banking Dept. were merged into the Overseas Operations Management Section. In addition, the Foreign Exchange Operations Center was restructured into an Import and Export Section and a Remittance Section to enhance professional division of labor and management efficiency.
- Operational Plan and Business Strategy Implementation Results
(1) Asset Quality and Profitability
In 2025, the Bank's asset quality remained sound, with the non-performing loan (NPL) ratio maintained at a low level. Credit extending and risk management measures continued to be effective. Amid the impact of tariffs and a narrowing interest spread environment, the Bank steadily enhanced overall profitability through optimized fund deployment and a diversified income strategy. For 2025, net profit after tax reached NT$9.057 billion, and after-tax earnings per share (EPS) reached NT$1.53, setting another historical high. As of the end of 2025, the Bank's non-performing loan ratio was 0.24%, the loan loss provision coverage ratio was 516.39%, the capital adequacy ratio was 14.80%, the Tier 1 capital ratio was 13.41%, and the common equity ratio was 12.04%. These figures demonstrate that even as it achieved profit growth, the Bank maintained rigorous risk management and asset quality to ensure stable and sustainable operations.
(2) Deposits and Loans
In 2025, the Bank continued to strengthen its deposit base and steadily expand its lending scale. With individuals and small and medium-sized enterprises (SMEs) as its core customer segments, the Bank further reinforced its funding structure. In response to the trend toward sustainable development, the Bank actively expanded its ESG-oriented credit portfolio, deepened the practice of responsible finance, and supported corporate low-carbon transitions and sustainable investment. From a strategic management perspective, the Bank focused on high-potential customer segments and enhanced service effectiveness and operational efficiency through product innovation and optimization of digital processes. These efforts promoted the steady development of all business lines and strengthened the Bank's long-term competitiveness and sustainability momentum.
(3) Financial Management
The Bank continued to deepen its wealth management business strategy, striving to deliver professional, precise, and differentiated services. In 2025, growth in customers' asset allocation needs and the rollout of a diversified range of wealth management products drove momentum in non-interest income. At the same time, the Bank further strengthened customer care and risk suitability mechanisms, enhancing service quality and the customer experience, thereby improving service standards and business competitiveness. In 2025, fee income derived from wealth management-related businesses grew steadily, achieving a growth rate of 13.77% and further optimizing the Bank's income structure.
(4) Fair Treatment of Customers and Sustainable Development
The Bank continued to promote fair customer treatment, financial fraud prevention, and sustainable care. It regularly conducted outreach and Know Your Customer (KYC) procedures for Internet banking customers (including foreign nationals) and adjusted transaction limits based on the results, thereby enhancing transaction security. At the same time, the Bank established a Financial Fraud Prevention Promotion Section to strengthen customers' awareness and capabilities in fraud prevention. In addition, 25 new accessibility features were introduced to Internet and mobile banking platforms, and organizations representing persons with disabilities were invited to conduct testing, enhancing the friendliness of the Bank's digital services. Furthermore, the Bank organized multiple financial literacy outreach programs and held blood donation activities for eight consecutive years, extending its corporate responsibility beyond
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financial services to social care. These initiatives have strengthened ties with communities and customers and realizing the vision of inclusive development.
- Achievements and Recognition
"We Do Our Best for You" embodies the Bank's corporate brand spirit. While upholding professionalism and prioritizing attentive service, the Bank actively supports government policies, continuously explores new business opportunities, and remains committed to the core principles entrusted to the financial industry: Service, Products, Professionalism, Customers, and Charity. Through the collective efforts of all employees, the Bank received widespread recognition and numerous awards in 2025, as outlined below:
(1) Ranked among the Top 5000 Largest Corporations in Taiwan by China Credit Information Service, Ltd.
(2) Received the First-Class Platinum Award in the Finance and Insurance Industry – Sustainability Report Category at the 18th Taiwan Corporate Sustainability Awards (TCSA) by the Taiwan Institute for Sustainable Energy.
(3) Received the Sports Activist Award – Sponsorship Category Gold Award and Long-Term Sponsorship Award by the Ministry of Sports.
(4) Awarded first place in the Innovative Digital Financial Services Proposal Competition – Senior-Friendly Theme Category by the Financial Supervisory Commission.
(5) Received the 2025 Outstanding Institution Gold Excellence Award by the Joint Credit Information Center.
(6) Received the Village and Neighborhood Outreach Excellence Award by the Trust Association of R.O.C.
(7) Recognized as an Outstanding Financial Institution and Credit Manager for SME Credit Guarantee Financing, and received the Green Credit Promotion Award under the April 3 Hualien Earthquake Reconstruction Support Program.
(8) Ranked 486th among the Top 1000 World Banks by The Banker, a prestigious UK banking magazine.
(9) Received the Straight-through Processing (STP) Award by the Bank of New York Mellon.
(10) Received the Chinese Public Relations Award – Financial and Economic Public Relations Award (Bronze) and the Outstanding Environmental Sustainability Public Relations Award (Bronze) by the Taiwan/Taipei International Public Relations Association (TIPRA).
(11) Received the Best Customer Recommendation Award and the Best Creative Marketing at the Wealth Management Awards.
(12) Received the Service Excellence Gold Award at the Financial Services Awards by Want Want China Times.
(13) Received the Five-Star Award at the Happy Workplace Awards by the Labor Affairs Bureau of the Taichung City Government.
(14) Received the Co-Prosperity Award at the Co-Prosperity and Innovation Commendation Event by the Taichung City Corporate Employees' Welfare Committee.
(15) Received the 2025 Lohas Enterprise Poll – Financial Management and Consulting - Gold Award by the 1111 Job Bank.
(16) Received multiple awards at the 5th Commercial Times Digital Finance Awards, including Digital
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Information Security Award (Information Security Category, Gold Award), Digital Fair Treatment of Customers Award (Gold Award), Digital Innovation Award (Excellence Award), and Digital Information Security Award (Anti-Fraud Category, Excellence Award).
(17) Received the Asia-Pacific and Taiwan Sustainability Action Award – Life on Land (SDG 15) (Silver Award).
(18) Received the National Brand Yushan Award – Best Product and Most Popular Brand.
(19) Received the Digital Trust Excellence Award by the British Standards Institution (BSI).
(20) Recognized at the 2025 6th Excellent Internship Institutions for Industry-Academia Collaboration by the Overseas Chinese University.
- Financial income and expenditure, and profitability analysis
| Indicators | 2025 |
|---|---|
| Net profit before tax | NT$10.641 billion |
| Net profit after tax | NT$9.057 billion |
| After-tax earnings per share (EPS) | NT$1.53 |
| Capital adequacy ratio (CAR) | 14.80% |
| Return on equity (ROE) | 10.42% |
- 2025 Budget Implementation Status
(1) The average balance of NTD and foreign currency deposits in 2025 was NT$836.8 billion, an increase of NT$41.7 billion from the previous year.
(2) The average balance of NTD and foreign currency loans in 2025 was NT$637.5 billion, an increase of NT$31.5 billion from the previous year.
(3) Net income after tax for fiscal year 2025 was NT$9.057 billion, an increase of NT$765 million compared to the previous year, representing a growth rate of 9.23%, with profitability setting a new historical high.
- Research and Development Status
The Bank continued to advance its digital transformation and actively introduced financial technology and AI applications. Centered on three core strategies: "AI and Digital Innovation," "Treating Customers Fairly," and "Sustainable Development," the Bank optimized its digital financial service platforms, promoted AI-powered smart finance, deepened digital customer management, strengthened digital fraud prevention and monitoring, and fostered industry ecosystem collaboration and diversified payment services. Guided by its commitment to corporate social responsibility and sustainable development, the Bank also implemented inclusive and friendly financial services and reduced the digital divide.
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1. INFORMATION ON THE MOST RECENT CREDIT RATING
(1) Rating Agency: Fitch Australia Pty Ltd, Taiwan Branch
(2) Announcement Date for Rating: June 20, 2025
(3) Credit Rating
| Domestic | International | ||||
|---|---|---|---|---|---|
| Long Term | Short Term | Outlook | Long Term | Short Term | Outlook |
| A+(twn) | F1(twn) | Stable | BBB | F3 | Stable |
2. SUMMARY OF THE 2026 BUSINESS PLAN
(1) Business Guidelines and Key Management Policies
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To consolidate profit momentum and embed long-term competitiveness, the Bank will continue to strengthen its deposit base. Through differentiated interest rates and optimized structures for high-net-worth solutions, the Bank will expand its customer base and enhance the momentum of foreign-currency funding. On the credit extending side, the Bank will focus on supply chain transformation and net-zero trends, deepening its presence in the semiconductor, AI, and green energy sectors. At the same time, it will expand international syndicated lending and trade finance businesses, strengthening asset quality and profitability resilience and further reinforcing long-term competitiveness.
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Through comprehensive wealth planning, the Bank will deepen segmented customer management and provide overseas and customized solutions tailored to different customer tiers, helping clients achieve diversified financial goals. By leveraging a VIP wealth management system to enhance premium experiences and customer loyalty, and by integrating smart wealth management with upgraded digital platforms, the Bank will precisely expand its reach among next-generation customer segments, strengthening differentiated competitive advantages and driving asset growth momentum.
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To strengthen the Bank's digital finance strategy and build a cross-industry ecosystem, the Bank will optimize the experience of personal and corporate mobile banking, and integrate membership mechanisms and digital vouchers to enhance customer loyalty. The Bank will promote cross-industry cooperation and integrate subsidiary resources, deepen collaboration with electronic payment service providers, embed financial services into everyday consumption scenarios, advance its embedded finance strategy, and establish a cross-industry digital financial ecosystem.
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To enhance operational efficiency and strengthen the regulatory compliance framework, the Bank will integrate over-the-counter and online service processes and optimize smart form-filling and customer routing mechanisms, thereby improving operational effectiveness and the customer experience. At the same time, the Bank will strengthen its "Eagle Eye" anti-fraud surveillance and AI-driven transaction monitoring, further enhancing AML measures and transaction security. In terms of corporate governance, the Bank will enhance internal control and regulatory compliance systems, refine its intellectual property strategy, and deepen financial technology R&D and brand influence.
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To leverage its financial influence and create shared sustainable value, the Bank will strengthen climate risk management and incorporate ESG considerations into investment assessments, thereby deepening responsible investment practices. The Bank will promote green credit extending and sustainable finance initiatives to guide industries toward low-carbon transition. At the same
time, the Bank will further enhance its friendly financial services, invite organizations representing persons with disabilities to experience accessibility facilities, foster an inclusive and caring environment, and fulfill its corporate social responsibility.
(2) Expected Business Targets
| Item | 2026 Targets |
|---|---|
| Deposit business (including foreign currency) | NT$860.2 billion |
| Loan business (including foreign currency) | NT$655.2 billion |
| International banking business | The annual transaction volume amounted to US$23.61 billion |
3. FUTURE DEVELOPMENT STRATEGY
Looking ahead to the international economic landscape, global economic activity continues to demonstrate resilience amid policy adjustments and shifts in supply and demand dynamics. However, the global economic outlook retains numerous uncertainties, including the evolution of geopolitical risks, an evolving U.S.-China economic and trade landscape, volatility in monetary policy trends, the impacts of climate change, and industrial and technological transformation. These factors may increase financial market vulnerabilities, intensify geoeconomic fragmentation, and drive supply chain restructuring.
Facing industry transformation and rapid technological advancement, the Bank will promote a corporate transformation plan while maintaining a balance between risk management and operational soundness, with "consolidating profit momentum, innovating the customer experience, enhancing operational efficiency, and creating shared sustainable value" as its core strategies, while simultaneously accelerating the upgrade of core systems and the deployment of AI applications to improve operational efficiency and digital service capabilities, and making timely adjustments to organizational structure and functional configurations to strengthen transformation momentum.
4. IMPACT OF THE EXTERNAL COMPETITIVE ENVIRONMENT, REGULATORY ENVIRONMENT, AND OVERALL OPERATING ENVIRONMENT
(1) Future Technology Trends
In recent years, generative AI, cloud computing, and data analytics have continued to drive innovation in financial technology. Financial institutions are accelerating the adoption of AI across areas such as customer service, marketing analytics, risk forecasting, and operational process optimization, leveraging data-driven approaches to enhance operational efficiency and service quality. As technology adoption deepens, the Financial Supervisory Commission (FSC) has continued to promote the implementation of AI governance and lifecycle management by financial institutions, while strengthening requirements related to internal controls, audit mechanisms, and personal data protection in order to safeguard financial market stability and consumer rights. Looking ahead, while financial institutions must actively seize opportunities arising from technological innovation, they are also required to advance digital transformation prudently within the regulatory framework. Achieving a balance between innovative applications and risk management will be essential to enhancing overall competitiveness.
(2) Climate and Environmental Protection
Taiwan officially entered the “inaugural year of carbon fee implementation” in 2026, with carbon pricing mechanisms becoming a key economic incentive guiding industrial transformation and exerting a significant impact on corporate cost structures and capital allocation. To support Taiwan’s Pathway to Net-Zero Emissions in 2050, the FSC has promoted the Green and Transition Finance Action Plan, guiding the financial system to support enterprises with “self-initiated emissions reduction plans” in pursuing low-carbon transition and driving the development of a sustainable ecosystem. The financial regulatory environment is also accelerating alignment with the IFRS Sustainability Disclosure Standards, strengthening the measurement and management of Scope 3 financed emissions, and incorporating the Taskforce on Nature-related Financial Disclosures (TNFD) framework, reflecting the growing global emphasis on biodiversity and climate resilience. Through sustainable talent development and the standardization of disclosure practices, the financial system will collaborate with industry to build a climate-resilient ecosystem and enhance Taiwan’s international influence in the field of sustainable finance.
(3) Banking Business Momentum
As the government continues to regulate the housing market through relevant policies, growth momentum in the real estate market has become more stable and prudent. While homebuyer incentive measures help support rigid demand, overall lending momentum still requires careful assessment in light of the extent of policy adjustments, the interest rate environment, and changes in public home-purchase sentiment in order to address potential risks. Meanwhile, with the advancement of major national infrastructure projects and the accelerated development of AI, semiconductors, high-performance computing, and digital transformation, corporate demand for funding related to advanced manufacturing processes, smart manufacturing upgrades, and green transformation continues to rise. These trends are generating new growth momentum for bank credit extending and financial services.
Furthermore, under the implementation of net-zero transition initiatives and carbon pricing mechanisms, financing demand in areas such as low-carbon technologies, energy transition, and sustainable investment is increasing, supporting the development of green and transition finance businesses. Nevertheless, the overall operating environment remains subject to uncertainty. Certain high-carbon-emission sectors and traditional industries face pressures from transition costs and capital expenditures. As a result, banks must strengthen risk identification and industry-specific risk management to maintain asset quality and operational stability amid economic fluctuations and ongoing industrial transformation.
- VISION
Entering the new year of 2026, the Bank continues to cultivate the brand core of We Do Our Best For You. Facing rapidly shifting global political and economic landscapes, we are driving service transformation through Digital Empowerment, focusing on the financial needs of AI, semiconductors, and related supply chain industries, while applying operational resilience to meet various challenges. By advancing AI technology applications in parallel with local care services, the Bank is committed to building a comprehensive financial ecosystem that balances digital solutions with human-centered warmth.
Looking ahead, we will uphold the strategic vision of New Landscape, New Momentum, New Leadership, and through business structure adjustment, technology architecture upgrades, overseas
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footprint expansion, subsidiary capability enhancement, and organizational governance optimization, the Bank will progressively develop a comprehensive financial services model centered on customers, driven by data, and oriented toward internationalization — all under a rigorous framework of legal compliance, information security protection, and risk management, deepening the Treating Customers Fairly (TCF) Principles and actively serving as a driving force in the green finance chain. Adopting a value-driven growth strategy that prioritizes quality over scale, the Bank aims to create new dimensions of profitability and create shared value with shareholders, customers, and society.
Best Wishes
To our esteemed shareholders,
May you enjoy steady progress, abundant blessings, and lasting joy, health, and well-being
President Yi-Yuan Tung Chairman Ruey-Tsang Lee
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Report no. 2
Report on the Audit Committee’s review of the 2025 Final Accounts and communication with the Chief Internal Auditor and CPAs. (Please refer to pages 15–18 of the Annual Meeting Handbook.)
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Taichung Commercial Bank Co., Ltd.
Audit Committee Review Report
The Company’s 2025 parent company only and consolidated financial statements have been audited by Deloitte & Touche (CPAs), which has issued an audit report. Together with the Business Report and Earnings Distribution Statements, these have been reviewed by this Audit Committee and found to be in order. In accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted for your review.
To:
Taichung Commercial Bank Co., Ltd. 2026 Annual General Meeting
Chairperson of the Audit Committee
Jin-Yi Lee
March 5, 2026
Communication between the Audit Committee and the Chief Internal Auditor and CPAs
| Date | Communication Method | Counterparty of Communication | Communication Matters | Result |
|---|---|---|---|---|
| Feb. 26, 2023 | Audit Committee | Chief Auditor of the Company | Q4 2024 audit work report | 1. Suggestions from independent directors: To share the regulatory authorities’ expectations of the Auditing Office with the Board of Directors. Implementation status: The suggestion has been carried out; shared at the Board of Directors meeting on February 27, 2025. |
| 2. Acknowledged. | ||||
| Meeting | Certified public accountants of the Company | 2024 general audit overview | 1. Explanations and discussion were provided in response to matters raised by independent directors. | |
| 2. Acknowledged. | ||||
| May 7, 2025 | Audit Committee | Chief Auditor of the Company | Q1 2025 audit work report | 1. Explanations and discussion were provided in response to matters raised by independent directors. |
| 2. Acknowledged. | ||||
| Meeting | Certified public accountants of the Company | Q1 2025 general audit overview | 1. Explanations and discussion were provided in response to matters raised by independent directors. | |
| 2. Acknowledged. |
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| Jun. 18, 2025 | Meeting | Chief Auditor of the Company | Internal audit system improvement plan Review of financial examination deficiencies | 1. Suggestions from independent directors: A review report and improvement plan should be submitted addressing the identified deficiencies. Implementation status: As suggested, a report will be presented at the next communication meeting.
2. Acknowledged. |
| --- | --- | --- | --- | --- |
| Aug. 6, 2025 | Audit Committee | Chief Auditor of the Company | Q2 2025 audit work report | 1. Explanations and discussion were provided in response to matters raised by independent directors.
2. Acknowledged. |
| | Meeting | Certified public accountants of the Company | First half of 2025 general audit overview | 1. Explanations and discussion were provided in response to matters raised by independent directors.
2. Acknowledged. |
| Nov. 5, 2025 | Audit Committee | Chief Auditor of the Company | Q3 2025 audit work report | 1. Explanations and discussion were provided in response to matters raised by independent directors.
2. Acknowledged. |
| | Meeting | Certified public accountants of the Company | Q3 2025 general audit overview Audit Planning for the year 2025 | 1. Explanations and discussion were provided in response to matters raised by independent directors.
2. Acknowledged. |
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| Nov. 6, 2025 | Forum | Chief Auditor and audit staff of the Company | Forum on internal control system matters | Noted; meeting minutes to be submitted to the Board of Directors for reporting. |
|---|---|---|---|---|
| Meeting | Chief Auditor of the Company | Matters relating to the internal audit system | ||
| Status of improvements to financial examination deficiencies | 1. Explanations and discussion were provided in response to matters raised by independent directors. | |||
| 2. Acknowledged. | ||||
| Dec. 17, 2025 | Audit Committee | Chief Auditor of the Company | Formulation of the 2026 Internal Audit Plan | 1. Explanations and discussion were provided in response to matters raised by independent directors. |
| 2. Unanimously approved with no objections for submission to the Board of Directors for deliberation. |
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Report no. 3
Report on the distribution of employee compensation and director remuneration for 2025.
Explanation:
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In accordance with Article 35 of the Articles of Incorporation of the Company: “Should the Bank record a profit for the fiscal year, between 0.5% and 3% shall be allocated as employee compensation (of which 35% of the employee compensation amount shall be distributed to frontline employees), to be distributed in the form of shares or cash as resolved by the Board of Directors. In addition, the Bank may allocate no more than 2.5% of the aforementioned amount as remuneration to the Directors.” “The proposal for the distribution of employee compensation and director compensation shall be reported to the shareholders meeting. However, if the Bank still has accumulated losses, the amount required to cover such losses shall be set aside first, and then employee compensation and director compensation shall be allocated in accordance with the proportions set out in the preceding paragraph.”
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As audited by the certified public accountants, the Company’s profit for fiscal year 2025 before appropriation of employee compensation, director remuneration, and income tax expense was in the amount of NT$10,998,310,495.
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It is proposed to allocate 0.75% of the fiscal year 2025 profit as employee compensation and 2.5% as director compensation, amounting to NT$82,487,329 and NT$274,957,762, respectively, all to be distributed in cash.
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Report no. 4
Report on the issuance and offering of non-cumulative perpetual
subordinate bank debentures for 2025
Explanation:
- Non-cumulative perpetual subordinate bank
debentures for the 1st and 2nd issuances of 2025
were issued on August 26 and October 29, 2025, and
listed on the Taipei Exchange. Details of the offering
and issuance procedures are set out on pages 21–28
of the Annual Meeting Handbook.
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Offering of non-cumulative perpetual subordinate bank debentures for 2025
1. Reason for issuance:
To supplement operating capital and strengthen capital adequacy, the Bank issued NT$2.5 billion each of non-cumulative perpetual subordinate bank debentures for the 1st and 2nd issuances of 2025 on August 26 and October 29, 2025, and listed them on the Taipei Exchange. The issuance quota was approved by the Financial Supervisory Commission in letter Jin-Guan-Yin-Kuo No. 1140219594, dated July 7, 2025.
2. Bond details:
| 2025 | ||
|---|---|---|
| Bond series | Series 1, 2025 | Series 2, 2025 |
| Bond code | G13022 | G13023 |
| Date of issue | 2025/8/26 | 2025/10/29 |
| Term | Perpetuation | |
| Maturity date | Perpetuation | |
| Offering method | Public sale without engaging an underwriter | |
| Bond listing status | Listed on the Taipei Exchange (TPEx) | |
| Listing/issuance location | R.O.C. | |
| Currency | New Taiwan dollar | |
| Total amount of issuance | NT$2.5 billion | NT$2.5 billion |
| Listing date | August 26, 2025 | October 29, 2025 |
| Bond abbreviation | P14 Taichung Bank 1 | P14 Taichung Bank 2 |
| Coupon rate | Floating rate of 4.50% | |
| Interest calculation and payment method | Interest is calculated on an actual/actual (act/act) simple interest basis at the coupon rate as of the initial pricing date or reset date, on July 1 and December 16 of each year from the issuance date, with interest paid once on each of July 1 and December 16 of every year. | |
| Total semi-annual interest payments | NT$112,500 thousand | NT$112,500 thousand |
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Eligible subscribers:
Sale restricted to professional investors as defined under the Regulations Governing Offshore Structured Products. -
Benefits of fund utilization: For the 1st and 2nd issuances of non-cumulative perpetual subordinate bank debentures in 2025, listed on the Taipei Exchange, the proceeds are intended to supplement operating capital and strengthen capital adequacy, thereby improving the Bank’s capital adequacy ratio, Tier 1 capital ratio, and common equity ratio, and significantly strengthening and enhancing the Company’s capital structure.
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Taichung Commercial Bank Co., Ltd.
Issuance procedures for the 1st series of non-cumulative perpetual subordinate bank debentures
for 2025
Taichung Commercial Bank Co., Ltd. (hereinafter referred to as “the Bank”), having received approval from the Financial Supervisory Commission of the Republic of China (hereinafter the same) by letter Jin-Guan-Yin-Kuo No. 1140219594, dated July 7, 2025, to issue non-cumulative perpetual subordinate bank debentures, sets out the issuance procedures as follows:
- Bond name
Taichung Commercial Bank Co., Ltd. 2025 1st Series Non-cumulative Perpetual Subordinate Bank Debentures (hereinafter referred to as the Bonds).
- Issuer credit rating:
The Bank has commissioned Fitch Ratings Taiwan Company as the rating agency. Credit rating date: June 20, 2025. Subject of rating: The issuer. Credit rating result: Domestic long-term rating A+(twn). No separate credit rating agency has been commissioned to rate the Bonds; investors should note the risks associated with the Bonds.
- Seniority and investment risk:
(1) The repayment priority of the Bond holders (including principal and interest) is senior only to the residual property distribution rights of the Bank’s shareholders, and subordinate to the holders of the Bank’s Tier 2 capital instruments, depositors, and other general creditors. However, in the event that the Bank is placed under receivership, ordered to suspend operations for liquidation, or liquidated by the regulatory authorities, the repayment priority of the Bond holders shall be the same as that of common shareholders.
(2) Neither the Bank nor its affiliates provides guarantees, collateral, or other arrangements to enhance the repayment priority of the Bond holders.
(3) The Bonds are unsecured debentures.
(4) The Bonds are not deposits and are not protected by the deposit insurance of the Central Deposit Insurance Corporation.
- Total amount of issuance:
The total issuance amount of the Bond is NT$2.5 billion.
- Face value:
The face value of each Bond is NT$10,000,000.
- Issuance price:
The Bonds are issued at par value on the issuance date.
- Term:
The Bonds were issued on August 26, 2025, with no maturity date.
- Coupon rate:
The coupon rate is the index rate plus 2.815%. The index rate refers to the floating announced rate for general (non-large-denomination) one-year time deposits of Chunghwa Post Co., Ltd. The initial pricing date is two business days before the issuance date. The reset date for the coupon rate for each subsequent period is two business days before July 1 and December 16 of each year.
- Interest calculation and payment method:
(1) From the issuance date, interest is calculated on an actual/actual (act/act) simple interest basis at the coupon rate as of the initial pricing date or reset date on July 1 and December 16 of each year, with interest paid once on each of July 1 and December 16 of every year. The interest amount shall be as calculated by the Bank.
(2) The interest payment amount per Bond is calculated to the nearest NT dollar based on the face value, with amounts below NT$1 rounded to the nearest NT dollar. The interest amount shall be as calculated by the Bank. If the principal and interest payment date falls on a bank holiday at the place of payment, principal and interest shall be paid on the next business day following the holiday, without additional interest. If principal and interest are collected after the due date,
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no additional interest shall be accrued.
(3) When paying bond interest, the Bank shall withhold income tax and supplementary National Health Insurance premiums on behalf of the bondholders in accordance with applicable law.
- Interest payment terms:
(1) If the Bank had no profit in the preceding year and did not distribute common share dividends (including cash and stock dividends), interest shall not be paid. Interest that is not paid for the foregoing reason shall not be accumulated or deferred.
(2) If the Bank’s capital adequacy ratio falls below the statutory minimum capital adequacy ratio on the interest payment date, repayment of principal and interest shall be deferred, and no additional interest shall be added to the deferred accrued interest on the Bonds.
- Early redemption right:
After five full years from the issuance date of the Bonds, if the Bank’s capital adequacy ratio after redemption meets the statutory capital adequacy ratio requirements set by the regulatory authorities, the Bank may redeem the Bonds early upon approval by the regulatory authorities, announcing such redemption 30 days prior to the scheduled redemption date and redeeming all Bonds at face value plus accrued interest.
- Definitions:
(1) The capital adequacy ratio referred to in Paragraph 2 of Article 10 and Article 11 of these procedures means the capital adequacy ratio reported to the Financial Supervisory Commission after review by a certified public accountant, based on the most recent annual or semi-annual financial report of the Bank audited and certified by a certified public accountant, submitted before the end of March and August of each year respectively, in accordance with Article 44 of the Banking Act and the Regulations Governing the Capital Adequacy and Capital Category of Banks issued by the Financial Supervisory Commission.
(2) The term earnings referred to in Article 10 of these procedures means the net income after tax for the current period as recorded in the most recent annual statement of comprehensive income approved by the Bank’s shareholders meeting.
- Form of the Bonds:
The Bonds are issued in scripless form and registered with the Taiwan Depository & Clearing Corporation.
- Principal and interest payment agent:
The Bank handles principal and interest payments for the Bonds and carries out the transfer of principal and interest payments based on the register of bondholders provided by the Taiwan Depository & Clearing Corporation.
- Other provisions:
(1) The Bonds may be freely traded, transferred, pledged, and offered as collateral, but may not be provided to the Bank as collateral for secured credit extension.
(2) Pursuant to the Civil Code, if principal remains unclaimed for more than 15 years or interest for more than 5 years after the commencement of payment, the Bank shall no longer honor such claims.
(3) Purchasers or holders of the Bonds may not demand early redemption.
(4) If the Bank commences liquidation proceedings or is declared bankrupt, interest on the Bonds shall cease to accrue from the commencement date of the liquidation proceedings or the date of the declaration of bankruptcy, and principal and interest shall be deemed to have become due. Holders or creditors of the Bonds shall waive the right to exercise set-off.
(5) All operations related to the transfer, inheritance, gifting, principal and interest payments, and other book-entry transfers of the Bonds shall be handled in accordance with the regulations of the Taiwan Depository & Clearing Corporation and applicable laws. Relevant costs shall be borne by the applicants.
(6) The statute of limitations for the Bonds shall be governed by the relevant provisions of the Civil Code of the Republic of China or the applicable governing law at the time of issuance.
24
-
Eligible subscribers:
The Bonds are sold exclusively to professional investors as defined under the Regulations Governing Offshore Structured Products. -
Notification method:
Matters that are required to be notified to Bond holders or creditors may be announced through the Market Observation Post System of the Taiwan Stock Exchange. -
Matters not addressed in these issuance procedures shall be handled in accordance with the Regulations Governing the Issuance of Bank Debentures by Banks and other applicable laws or regulations of the regulatory authorities.
25
Taichung Commercial Bank Co., Ltd.
Issuance procedures for the 2nd series of non-cumulative perpetual subordinate bank debentures for 2025
Taichung Commercial Bank Co., Ltd. (hereinafter referred to as “the Bank”), having received approval from the Financial Supervisory Commission of the Republic of China (hereinafter the same) by letter Jin-Guan-Yin-Kuo No. 1140219594, dated July 7, 2025, to issue non-cumulative perpetual subordinate bank debentures, sets out the issuance procedures as follows:
-
Bond name
Taichung Commercial Bank Co., Ltd. 2025 2nd Series Non-cumulative Perpetual Subordinate Bank Debentures (hereinafter referred to as the Bonds). -
Issuer credit rating:
The Bank has commissioned Fitch Ratings Taiwan Company as the rating agency. Credit rating date: June 20, 2025. Subject of rating: The issuer. Credit rating result: Domestic long-term rating A+(twn). No separate credit rating agency has been commissioned to rate the Bonds; investors should note the risks associated with the Bonds. -
Seniority and investment risk:
(1) The repayment priority of the Bond holders (including principal and interest) is senior only to the residual property distribution rights of the Bank’s shareholders, and subordinate to the holders of the Bank’s Tier 2 capital instruments, depositors, and other general creditors. However, in the event that the Bank is placed under receivership, ordered to suspend operations for liquidation, or liquidated by the regulatory authorities, the repayment priority of the Bond holders shall be the same as that of common shareholders.
(2) Neither the Bank nor its affiliates provides guarantees, collateral, or other arrangements to enhance the repayment priority of the Bond holders.
(3) The Bonds are unsecured debentures.
(4) The Bonds are not deposits and are not protected by the deposit insurance of the Central Deposit Insurance Corporation. -
Total amount of issuance:
The total issuance amount of the Bond is NT$2.5 billion. -
Face value:
The face value of each Bond is NT$10,000,000. -
Issuance price:
The Bonds are issued at par value on the issuance date. -
Term:
The Bonds were issued on, October 29, 2025, with no maturity date. -
Coupon rate:
The coupon rate is the index rate plus 2.815%. The index rate refers to the floating announced rate for general (non-large-denomination) one-year time deposits of Chunghwa Post Co., Ltd. The initial pricing date is two business days before the issuance date. The reset date for the coupon rate for each subsequent period is two business days before July 1 and December 16 of each year. -
Interest calculation and payment method:
(1) From the issuance date, interest is calculated on an actual/actual (act/act) simple interest basis at the coupon rate as of the initial pricing date or reset date on July 1 and December 16 of each year, with interest paid once on each of July 1 and December 16 of every year. The interest amount shall be as calculated by the Bank.
(2) The interest payment amount per Bond is calculated to the nearest NT dollar based on the face value, with amounts below NT$1 rounded to the nearest NT dollar. The interest amount shall be as calculated by the Bank. If the principal and interest payment date falls on a bank holiday at the place of payment, principal and interest shall be paid on the next business day following the holiday, without additional interest. If principal and interest are collected after the due date, no additional interest shall be accrued.
(3) When paying bond interest, the Bank shall withhold income tax and supplementary National
26
Health Insurance premiums on behalf of the bondholders in accordance with applicable law.
-
Interest payment terms:
(1) If the Bank had no profit in the preceding year and did not distribute common share dividends (including cash and stock dividends), interest shall not be paid. Interest that is not paid for the foregoing reason shall not be accumulated or deferred.
(2) If the Bank’s capital adequacy ratio falls below the statutory minimum capital adequacy ratio on the interest payment date, repayment of principal and interest shall be deferred, and no additional interest shall be added to the deferred accrued interest on the Bonds. -
Early redemption right:
After five full years from the issuance date of the Bonds, if the Bank’s capital adequacy ratio after redemption meets the statutory capital adequacy ratio requirements set by the regulatory authorities, the Bank may redeem the Bonds early upon approval by the regulatory authorities, announcing such redemption 30 days prior to the scheduled redemption date and redeeming all Bonds at face value plus accrued interest. -
Definitions:
(1) The capital adequacy ratio referred to in Paragraph 2 of Article 10 and Article 11 of these procedures means the capital adequacy ratio reported to the Financial Supervisory Commission after review by a certified public accountant, based on the most recent annual or semi-annual financial report of the Bank audited and certified by a certified public accountant, submitted before the end of March and August of each year respectively, in accordance with Article 44 of the Banking Act and the Regulations Governing the Capital Adequacy and Capital Category of Banks issued by the Financial Supervisory Commission.
(2) The term earnings referred to in Article 10 of these procedures means the net income after tax for the current period as recorded in the most recent annual statement of comprehensive income approved by the Bank’s shareholders meeting. -
Form of the Bonds:
The Bonds are issued in scripless form and registered with the Taiwan Depository & Clearing Corporation. -
Principal and interest payment agent:
The Bank handles principal and interest payments for the Bonds and carries out the transfer of principal and interest payments based on the register of bondholders provided by the Taiwan Depository & Clearing Corporation. -
Other provisions:
(1) The Bonds may be freely traded, transferred, pledged, and offered as collateral, but may not be provided to the Bank as collateral for secured credit extension.
(2) Pursuant to the Civil Code, if principal remains unclaimed for more than 15 years or interest for more than 5 years after the commencement of payment, the Bank shall no longer honor such claims.
(3) Purchasers or holders of the Bonds may not demand early redemption.
(4) If the Bank commences liquidation proceedings or is declared bankrupt, interest on the Bonds shall cease to accrue from the commencement date of the liquidation proceedings or the date of the declaration of bankruptcy, and principal and interest shall be deemed to have become due. Holders or creditors of the Bonds shall waive the right to exercise set-off.
(5) All operations related to the transfer, inheritance, gifting, principal and interest payments, and other book-entry transfers of the Bonds shall be handled in accordance with the regulations of the Taiwan Depository & Clearing Corporation and applicable laws. Relevant costs shall be borne by the applicants.
(6) The statute of limitations for the Bonds shall be governed by the relevant provisions of the Civil Code of the Republic of China or the applicable governing law at the time of issuance.
27
-
Eligible subscribers:
The Bonds are sold exclusively to professional investors as defined under the Regulations Governing Offshore Structured Products. -
Notification method:
Matters that are required to be notified to Bond holders or creditors may be announced through the Market Observation Post System of the Taiwan Stock Exchange. -
Matters not addressed in these issuance procedures shall be handled in accordance with the Regulations Governing the Issuance of Bank Debentures by Banks and other applicable laws or regulations of the regulatory authorities.
28
Report no. 5
Report on the status of the cash capital increase through the issuance of new shares for 2025.
Explanation:
-
The issuance of 100,000 thousand common shares through a cash capital increase for fiscal year 2025 became effective upon filing with the Financial Supervisory Commission by letter Jin-Guan-Zheng-Fa-Zi No. 1140358523, dated September 26, 2025.
-
Full payment of share subscription proceeds was received on December 12, 2025, and the shares were listed on the stock exchange on December 17, 2025.
-
For the report on the 2025 cash capital increase through the issuance of common shares, please refer to page 30~31 of the Annual Meeting Handbook.)
29
30
Taichung Commercial Bank
Report on the 2025 cash capital increase through issuance of common shares
The Company issued 100,000 thousand common shares through a cash capital increase for fiscal year 2025, which became effective upon filing with the Financial Supervisory Commission by letter Jin-Guan-Zheng-Fa-Zi No. 1140358523, dated September 26, 2025.
- Share allocation:
Pursuant to the resolution of the 25th term, 25th meeting of the Board of Directors on June 19, 2025, to issue a total of 100,000 thousand common shares through a cash capital increase, in accordance with Article 267 of the Company Act, 15% equivalent to 15,000 thousand shares were reserved for subscription by employees of the Company; and in accordance with Article 28-1 of the Securities and Exchange Act, 10% of this issuance, equivalent to 10,000 thousand shares, were sold through public subscription; the remaining 75%, equivalent to 75,000 thousand shares, were subscribed by existing shareholders in proportion to their shareholding as recorded in the shareholders register on the subscription record date. Existing shareholders whose proportional entitlement was insufficient to subscribe for one new share were permitted to combine their entitlements with others or consolidate their entitlements under a single person for subscription. Amounts insufficient for one share and any portion waived by existing shareholders and employees were authorized to be subscribed by specific persons at the discretion of the Chairman.
- Determination of issuance price:
The issuance price for this offering was determined pursuant to the resolution of the 25th term, 30th meeting of the Board of Directors on October 9, 2025, at NT$18.90 per share. In accordance with Paragraph 1, Article 6 of the Self-Regulatory Rules of the Securities Dealers Association of the Republic of China Governing Underwriter Members in Assisting Issuers to Offer and Issue Securities, the pricing shall not be less than 70% of the simple arithmetic average of the common share closing prices calculated using one, three, or five business days of the issuer's choice, adjusted for ex-rights (or capital reduction ex-rights) and ex-dividend. The ex-rights trading date for this offering was October 28, 2025. The pricing reference date was October 20, 2025, being the fifth business day prior. In accordance with the applicable regulations, the issuance price was set at NT$18.90 per share.
-
Subscription status:
Full payment of share subscription proceeds was received on December 12, 2025, and the shares were listed on the stock exchange on December 17, 2025. -
Capital utilization plan, progress, and benefits:
(1) Capital utilization plan items:
This cash capital increase is intended to supplement operating capital to support various lending requirements and to strengthen the Bank’s financial structure and improve its capital adequacy ratio.
(2) Capital utilization progress:
Fundraising was completed in Q4 2025 and the proceeds were applied to supplement operating capital to support various lending requirements.
(3) Benefits of fund utilization:
This cash capital increase was used to supplement operating capital and improve capital adequacy, raising the Company’s capital adequacy ratio, Tier 1 capital ratio, and common equity ratio, significantly strengthening and enhancing the Company’s capital structure.
31
Report no. 6
Report on the construction progress and financial budget execution of the new main building.
Explanation:
- As of January 31, 2026, the overall planned progress of the main structure works was 89.6588%, with actual progress at 88.2788%, representing a current variance of -1.3800%. The actual construction completion status is as follows:
(1) Steel structure works: Steel columns for sections 1 to 17 (B1F to PRRL) have been fully fabricated, and all steel column hoisting operations (including roof frame steel beams) have been fully completed.
(2) Above-ground structural works: Floor slab structures for floors 38 and below, and from R1F to PRF, have been completed.
(3) Curtain wall works: Curtain wall units for floors 38 and below (including the rooftop penthouse) have been completed.
(4) Underground excavation and structural works: Structural works for floors 10 underground and above, and the raft foundation floor slab (including excavation support), have been fully completed.
(5) Fit-out works: Installation of stainless steel handrail railings, fire door installation, putty filling and painting, lightweight partition walls, landscaping works, and mechanical and electrical piping and conduit works are in progress on above-ground floors.
(6) The tentative completion date for the main structure works has been extended to May 31, 2026, pending a review of the main structure schedule after the procurement and tendering of the premium fit-out works (surplus space portion).
(7) The progress delay variance is primarily due to the deceleration of construction on the interior fit-out works (surplus space portion). As the leasing of surplus space required coordination with the FSC for supplementary explanations, negotiations with the lessee were completed on October 30, 2025, and the matter was referred to an interior design firm for reassessment. The relevant results are currently still under revision by the
32
design firm, and tendering and procurement will proceed after the revisions are complete. This has resulted in the suspension of construction of lightweight partition wall works, fire alarm and sprinkler system piping and conduit, fire door installation, wall and floor finishing, smart building equipment, and electrical system piping, conduit, and equipment. Among these, the lightweight partition walls, fire protection, fire doors, and electrical systems are items that must be completed in order to obtain an occupancy permit, and this may affect the acquisition of the occupancy permit and the FSC-mandated move-in schedule of July 1, 2026.
- As of January 31, 2026, the overall planned progress of the interior fit-out works (bank portion) was 100.0000%, with actual progress at 42.6391%, representing a current variance of -57.3609%. The construction period has been extended to May 31, 2026, with the planned schedule still under revision. The actual construction completion status is as follows:
(1) Current floor-by-floor progress: floors 2F to 4F, 15F to 17F, and 19F to 21F have ongoing mechanical and electrical equipment installation and piping and conduit works, with ceiling framework completed. For floors 1F, 5F, 9F, and 17F to 18F, certain interface issues still need to be clarified; construction will proceed as quickly as possible once clarified.
(2) The tentative completion date for the premium fit-out works (bank portion) has been extended to May 31, 2026. The aforementioned interface issues have not yet been clarified; the construction schedule will be reviewed again after clarification.
- In summary, in order to meet the requirements for obtaining an occupancy permit, in addition to the aforementioned main structure works and interior fit-out works (bank portion), the necessary portion of the interior fit-out works (surplus space portion) must also be completed. However, the construction of the surplus space portion has not yet been put out to tender, and there are numerous items and volumes involved. Even after the relevant procedures are completed, the contractor will need to review interface issues before commencing construction. It is feared that the occupancy
33
permit may not be obtained on schedule, resulting in a delay in moving into the new main building.
-
As of December 31, 2025, disbursements for the entrusted main structural planning, design, and supervision technical services (design phase) amounted to NT$418,049,000 (budget: NT$480,492,500); disbursements for the new construction works amounted to NT$9,618,050,583 (budget: NT$11,182,542,127); disbursements for interior fit-out design amounted to NT$147,456,100 (budget: NT$203,500,000); and disbursements for interior fit-out works amounted to NT$503,112,840 (budget: NT$1,399,000,000).
-
Regarding the impact of this major capital expenditure on the Bank’s financial operations, taking into account the relevant expenditures up to December 31, 2025 as described above, the Bank’s return on assets (ROA) and return on equity (ROE) for fiscal year 2025 were 0.93% and 10.42% respectively, and earnings per share (EPS) were NT$1.53. Compared with the fiscal year 2024 ROA of 0.91%, ROE of 10.46%, and retroactively adjusted EPS of NT$1.40, the increase in ROA and EPS was mainly due to the NT$766 million increase in after-tax earnings in fiscal year 2025 compared to fiscal year 2024. The decrease in ROE was due to the dilutive effect of the Bank’s NT$1 billion cash capital increase in December 2025. Therefore, as of fiscal year 2025, this major capital expenditure has had no material impact on the Bank’s financial operations.
34
35
Acknowledgments
Acknowledgment no. 1
Proposal: Proposal of the 2025 Business Report and financial statements, submitted for acknowledgment.
Explanation: The Company’s 2025 business report, individual and consolidated financial reports (please refer to pages 6-13 and pages 101-124 of the Annual Meeting Handbook).
Resolution:
Acknowledgment no. 2
Summary: Proposal of the 2025 Earnings Distribution Proposal, submitted for acknowledgment.
Summary:
- The Company’s net income after tax for 2025 was NT$9,057,492,631.42 (hereinafter the same currency), plus gains and losses on disposal of equity instrument investments measured at fair value through other comprehensive income of NT$175,636,687, and a deduction for the remeasurement of the 2025 defined benefit plan of NT$131,631,747. After appropriating 30% as legal reserve of NT$2,730,449,272 pursuant to law, and reversing special reserve for employee redeployment, placement, and training expenses arising from FinTech development of NT$779,350. Adding the undistributed earnings at the beginning of the period of NT$21,121,571.13, distributable earnings for the current period amount to NT$6,392,949,220.55, proposed to be distributed as follows:
(1) Shareholder dividends — stock dividends (NT$0.67 per share): NT$4,034,489,370.
36
(2) Shareholder dividends — cash dividends (NT$0.39 per share): NT$2,348,434,109.
- Taichung Commercial Bank 2025 Earnings Distribution Statement. (Please refer to page 38 of the Annual Meeting Handbook.)
Resolution:
37
Taichung Commercial Bank
Earnings Distribution Statement
2025
Unit: NTD$
| Undistributed earnings at beginning of period | 21,121,571.13 |
|---|---|
| Net income after tax for the current period | 9,057,492,631.42 |
| Disposal of equity instrument investments measured at fair value through other comprehensive income, with cumulative gains and losses transferred directly to retained earnings | 175,636,687.00 |
| Remeasurement of defined benefit plans recognized in retained earnings | (131,631,747.00) |
| Net income after tax for the current period plus items other than net income after tax included in undistributed earnings for the current year | 9,101,497,571.42 |
| Appropriation of legal reserve | (2,730,449,272.00) |
| Reversal of special reserve appropriated pursuant to law | 779,350.00 |
| Distributable earnings for the current period | 6,392,949,220.55 |
| Distribution items | |
| Shareholder dividends — stock (NT$0.67 per share) | (4,034,489,370.00) |
| Shareholder dividends — cash (NT$0.39 per share) | (2,348,434,109.00) |
| Undistributed earnings at end of period | $ 10,025,741.55 |
38
39
Discussions and
Elections
Discussion and Election item no. 1
Proposal: Proposal for capitalization of 2025 earnings through the issuance of new shares, submitted for discussion.
Explanation:
-
To meet the Company’s business needs, it is proposed to appropriate stock dividends of NT$4,034,489,370 from the 2025 distributable earnings, issuing 403,448,937 new shares at 67 shares per 1,000 shares, with a face value of NT$10 per share.
-
This earnings distribution shall be calculated proportionally based on the shareholders and their respective shareholdings as recorded in the shareholders register on the share allocation record date. Odd lots insufficient for one full share shall be consolidated by shareholders themselves and submitted to the Company’s shareholder services section within five days from the share allocation record date to be combined into whole shares. Odd lots that are not consolidated by the deadline or that remain insufficient for one share after consolidation shall be paid out in cash at par value (calculated to the nearest NT dollar, with amounts below NT$1 rounded down). Accumulated odd lots shall be authorized by the Board of Directors to be subscribed by specific persons at par value at the discretion of the Chairman. For shareholders participating in book-entry delivery of share distributions, the proceeds from odd lots of less than one share shall be applied as a fee for processing the book-entry transfer. If the total number of shares outstanding is subsequently affected by other capital increases through the issuance of new shares, conversion of bank debentures, exercise of employee warrants, buyback of the Company’s own shares, or transfer and cancellation of treasury shares, resulting in a change in the shareholder allotment ratio, the shareholders meeting is requested to authorize the Board of Directors to handle the relevant adjustments.
40
-
Upon approval by the shareholders meeting and receipt of regulatory authority approval, the shareholders meeting is requested to authorize the Board of Directors to set the share allocation record date and handle all related matters for this capitalization of earnings.
-
If any of the conditions set out in this capital increase proposal are required by the regulatory authority to be changed, the shareholders meeting is requested to authorize the Board of Directors to handle all matters with full authority.
-
The rights and obligations of the new shares issued under this capital increase are the same as those of the existing issued shares.
-
The new shares issued under this capital increase shall not be printed in physical form in accordance with Article 10 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, and shall be delivered by book-entry transfer.
Resolution:
41
Discussion and Election item no. 2
Proposal: Proposal for discussion of amending the company's Procedures for Acquisition or Disposal of Assets (hereinafter referred to as the Procedures), submitted for discussion.
Explanation:
-
Handled in accordance with the Financial Supervisory Commission (hereinafter referred to as FSC) Order Jin-Guan-Zheng-Fa-Zi No. 1140383333, dated July 24, 2025, forwarded by Taiwan Stock Exchange Corporation by letter Tai-Zheng-Shang-Yi-Zi No. 1140013876.
-
The FSC has amended Articles 31 and 35 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (hereinafter referred to as the Regulations), and the Procedures have been amended accordingly. The key points of the amendments are as follows:
(1) Given that the acquisition or disposal of equipment for business use by public companies is a normal operating activity, and taking into account the principle of materiality in information disclosure, the FSC has relaxed the public announcement and reporting standards for companies with paid-in capital of NT$50 billion or more that acquire or dispose of equipment for business use with non-related parties. Accordingly, Subparagraph 4, Paragraph 1, Article 27 of the Procedures has been amended.
(2) Taking into account the need for public companies to adjust their funds by investing in fixed-income bonds to improve cash yields, the
42
FSC, based on materiality considerations for information disclosure and taking into account the risk characteristics of the products, has relaxed the public announcement and reporting standards for companies with paid-in capital of NT$50 billion or more that acquire or dispose of government bonds, ordinary corporate bonds, and general bank debentures not involving equity rights with non-related parties. Accordingly, Subparagraph 6, Paragraph 1, Article 27 of the Procedures has been newly added.
(3) Regarding the amendment to Paragraph 2, Article 35 of the Regulations in this round of amendments, which applies to companies whose shares have no par value or whose par value per share is not NT$10, this provision is not applicable to the Bank and has therefore not been amended.
- The comparison table of amendments to and the amended provisions of the Company’s Procedures for Acquisition or Disposal of Assets are attached as an appendix. (Please refer to pages 44–69 of the Annual Meeting Handbook.)
Resolution:
Taichung Commercial Bank Co., Ltd.
Comparison table of amendments to the Procedures for Acquisition
or Disposal of Assets
| Amended provisions | Current provisions | Summary: |
|---|---|---|
| Chapter Three Disclosures | ||
| Article 27 Standards for Mandatory Public Announcement and Reporting | ||
| When the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature of the transaction and in the prescribed format, submit the relevant information for public announcement and reporting on the website designated by the FSC within two days from the date on which the fact occurs: | ||
| 1. Acquisition or disposal of real estate or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real estate or right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, trading of domestic government bonds, bonds with repurchase or resale agreements, and subscription or redemption of money market funds issued by domestic securities investment trust enterprises are excluded. | ||
| 2. Conducting a merger, deconsolidation, acquisition, or share transfer. | ||
| 3. Losses from derivatives trading reaching the total or individual contract | Chapter Three Disclosures | |
| Article 27 Standards for Mandatory Public Announcement and Reporting | ||
| When the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature of the transaction and in the prescribed format, submit the relevant information for public announcement and reporting on the website designated by the FSC within two days from the date on which the fact occurs: | ||
| 1. Acquisition or disposal of real estate or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real estate or right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, trading of domestic government bonds, bonds with repurchase or resale agreements, and subscription or redemption of money market funds issued by domestic securities investment trust enterprises are excluded. | ||
| 2. Conducting a merger, deconsolidation, acquisition, or share transfer. | ||
| 3. Losses from derivatives trading reaching the total or individual contract | 1. Amended the Regulations Governing the Acquisition and Disposal of Assets by Public Companies in accordance with the FSC Order Jin-Guan-Zheng-Fa-Zi No. 1140383333, dated July 24, 2025. | |
| 2. Taking into account the materiality of information disclosure, amendments are made to Subparagraph 4, Items 2 and 3, Paragraph 1, Article 27 of Chapter 3 (Information Disclosure). | ||
| 3. Based on materiality considerations |
44
| Amended provisions | Current provisions | Summary: |
|---|---|---|
| loss limit specified in the prescribed procedures. | loss limit specified in the prescribed procedures. | for information disclosure and taking into account the risk characteristics of the products, Article 27, Paragraph 1, Subparagraph 6 of Chapter 3 (Information Disclosure) is newly added. |
| 4. Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party, and the transaction amount reaches any of the following thresholds: | 4. Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party, and the transaction amount reaches any of the following thresholds: | |
| (1) For public companies with paid-in capital of less than NT$10 billion, transaction amounts of NT$500 million or more. | (1) For public companies with paid-in capital of less than NT$10 billion, transaction amounts of NT$500 million or more. | |
| (2) For public companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, transaction amounts of NT$1 billion or more. | (2) For public companies with paid-in capital of NT$10 billion or more, transaction amounts of NT$1 billion or more. | |
| (3) For public companies with paid-in capital of NT$50 billion or more, transaction amounts of 5% or more of the company’s paid-in capital. | ||
| 5. Acquisition of real estate through owner-entrusted construction, lease-entrusted construction, joint construction with separate ownership, joint construction with profit sharing, or joint construction with separate sale, where the counterparty is not a related party, and the Company’s planned transaction amount is NT$500 million or more. | 5. Acquisition of real estate through owner-entrusted construction, lease-entrusted construction, joint construction with separate ownership, joint construction with profit sharing, or joint construction with separate sale, where the counterparty is not a related party, and the Company’s planned transaction amount is NT$500 million or more. | |
| 6. For public companies with paid-in capital of NT$50 billion or more, |
| Amended provisions | Current provisions | Summary: |
|---|---|---|
| trading of government bonds, ordinary corporate bonds, and general bank debentures not involving equity rights (excluding subordinated debentures) on stock exchanges or at securities dealers’ premises, which do not fall under the proviso items of Subparagraph 7, and where the counterparty is not a related party, and the transaction amount reaches 5% or more of the company’s paid-in capital. |
- Asset transactions other than those in the preceding six subparagraphs, the Company’s disposition of claims, or investments in mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are excluded:
(1) Trading of domestic government bonds or foreign government bonds with a credit rating no lower than Taiwan’s sovereign rating.
(2) Securities trading by the Company on stock exchanges or at securities dealers’ premises, or subscription of foreign government bonds or publicly issued ordinary corporate bonds and general bank debentures not involving equity rights (excluding subordinated debentures) in the primary market, or subscription or redemption of | 6. Asset transactions other than those in the preceding five subparagraphs, the Company’s disposition of claims, or investments in mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are excluded:
(1) Trading of domestic government bonds or foreign government bonds with a credit rating no lower than Taiwan’s sovereign rating.
(2) Securities trading by the Company on stock exchanges or at securities dealers’ premises, or subscription of foreign government bonds or publicly issued ordinary corporate bonds and general bank debentures not involving equity rights (excluding subordinated debentures) in the primary market, or subscription or redemption of | |
46
| Amended provisions | Current provisions | Summary: |
|---|---|---|
| securities investment trust funds or futures trust funds, or subscription or sale of exchange-traded notes, or securities dealers subscribing to securities in accordance with Taipei Exchange regulations as required for underwriting business or as recommended securities dealers for emerging stock companies. | securities investment trust funds or futures trust funds, or subscription or sale of exchange-traded notes, or securities dealers subscribing to securities in accordance with Taipei Exchange regulations as required for underwriting business or as recommended securities dealers for emerging stock companies. | |
| (3) Trading of bonds with repurchase or resale agreements, and subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | (3) Trading of bonds with repurchase or resale agreements, and subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | |
| Transaction amounts referred to in the preceding paragraph shall be calculated as follows: | Transaction amounts referred to in the preceding paragraph shall be calculated as follows: | |
| 1. The amount of each transaction. | 1. The amount of each transaction. | |
| 2. The cumulative amount of transactions of the same type of subject matter with the same counterparty within one year. | 2. The cumulative amount of transactions of the same type of subject matter with the same counterparty within one year. | |
| 3. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of real estate or right-of-use assets for the same development project within one year. | 3. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of real estate or right-of-use assets for the same development project within one year. | |
| 4. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of the same securities within one year. | 4. The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of the same securities within one year. | |
| The term within one year in the preceding paragraph is calculated retroactively for one | The term within one year in the preceding paragraph is calculated retroactively for one |
| Amended provisions | Current provisions | Summary: |
|---|---|---|
| year from the date on which the current transaction fact occurs; portions already publicly announced in accordance with the Procedures need not be included again. The Company shall monthly input the status of derivatives trading by the Company and its subsidiary companies that are not domestic public companies up to the end of the preceding month, in the prescribed format, into the information reporting website designated by the FSC before the 10th of each month. If any publicly announced item contains errors or omissions that need to be corrected, the Company shall re-announce and report all items within two days from the date of becoming aware. The Company shall keep all relevant contracts, meeting minutes, reference files, appraisal reports, and opinions from accountants, lawyers, or securities underwriters related to the acquisition or disposal of assets at the Company’s premises, and retain them for at least five years unless otherwise provided by other laws. | year from the date on which the current transaction fact occurs; portions already publicly announced in accordance with the Procedures need not be included again. The Company shall monthly input the status of derivatives trading by the Company and its subsidiary companies that are not domestic public companies up to the end of the preceding month, in the prescribed format, into the information reporting website designated by the FSC before the 10th of each month. If any publicly announced item contains errors or omissions that need to be corrected, the Company shall re-announce and report all items within two days from the date of becoming aware. The Company shall keep all relevant contracts, meeting minutes, reference files, appraisal reports, and opinions from accountants, lawyers, or securities underwriters related to the acquisition or disposal of assets at the Company’s premises, and retain them for at least five years unless otherwise provided by other laws. |
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Taichung Commercial Bank Co., Ltd.
Procedures for Acquisition or Disposal of Assets (draft)
Chapter One General Principles
Article 1
Taichung Commercial Bank Co., Ltd. (hereinafter referred to as the Company) hereby formulates these Procedures for Acquisition or Disposal of Assets (hereinafter referred to as the Procedures) for the management of assets, in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies promulgated by the regulatory authority.
Article 2
The Company’s acquisition or disposal of assets shall be handled in accordance with these Procedures. However, where financial-related laws and regulations provide otherwise, such provisions shall govern.
The Company’s conduct of derivatives business or engagement in derivatives trading shall be handled in accordance with the relevant regulations of the regulatory authority and the Company’s Business Strategy and Operating Standards for Conducting Derivatives Business.
Article 3
The scope of assets to which these Procedures apply:
- Investments in stocks, government bonds, corporate bonds, bank debentures, securities representing funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities.
- Real estate (including land, buildings and structures, and investment property) and equipment.
- Membership certificates.
- Intangible assets such as patents, copyrights, trademarks, and franchises.
- Right-of-use assets.
- The Company’s claims (including receivables, purchased exchange discounts and loans, and overdue receivables).
- Derivative products.
- Assets acquired or disposed of through mergers, deconsolidations,
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acquisitions, or share transfers pursuant to law.
9. Other significant assets.
Article 4 Definitions used in these Procedures:
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Derivative products: Means forward contracts, option contracts, futures contracts, leverage margin contracts, swap contracts, combinations of the above contracts, or combined contracts or structured products embedding derivatives, the value of which is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables. The term “forward contracts” does not include insurance contracts, performance contracts, after-sale service contracts, long-term lease contracts, or long-term purchase (sales) contracts.
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Assets acquired or disposed of through mergers, deconsolidations, acquisitions, or share transfers pursuant to law: Means assets acquired or disposed of through mergers, deconsolidations, or acquisitions conducted pursuant to the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act, or other laws, or through the issuance of new shares to acquire shares of another company (hereinafter referred to as share transfer) pursuant to Article 156-3 of the Company Act.
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Related parties and subsidiary companies: Shall be identified in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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Professional appraisers: Means real estate appraisers or others who are legally permitted to engage in the business of appraising real estate or equipment.
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Date of occurrence of the fact: Means the earliest of the contract signing date, payment date, date of entrustment transaction, date of title transfer, date of Board of Directors resolution, or any other date sufficient to determine the transaction counterparty and transaction amount. However, for investments requiring regulatory authority approval, the earlier of the above dates or the date of receipt of
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regulatory authority approval shall apply.
- Investments in Mainland China: Means investments in mainland China conducted in accordance with the Regulations Governing Permission for Investment or Technical Cooperation in Mainland China issued by the Investment Commission of the Ministry of Economic Affairs.
Article 5 Appraisal reports or opinions obtained from accountants, lawyers, or securities underwriters by the Company: the professional appraiser and their appraisal personnel, accountants, lawyers, or securities underwriters shall comply with the following requirements:
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They have not received a sentence of imprisonment of one year or more, now final and conclusive, for violations of the Securities and Exchange Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or criminal acts in the course of business. However, this restriction shall not apply if three years have elapsed since completion of the sentence, expiration of probation, or receipt of a pardon.
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They shall not be related parties or have substantive related-party relationships with the transaction parties.
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If the Company is required to obtain appraisal reports from two or more professional appraisers, different professional appraisers or appraisal personnel shall not be related parties or have substantive related-party relationships with each other.
When issuing appraisal reports or opinions, the personnel referred to in the preceding paragraph shall follow the self-regulatory norms of their respective trade associations and comply with the following:
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Before accepting an engagement, they shall carefully assess their own professional competence, practical experience, and independence.
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When performing the engagement, they shall properly plan and execute appropriate operating procedures to form conclusions and issue reports or opinions accordingly; and shall accurately record the procedures performed, data collected, and conclusions in the
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engagement working papers.
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They shall assess, item by item, the appropriateness and reasonableness of the data sources, parameters, and information used, as the basis for issuing the appraisal report or opinion.
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The declaration shall include matters such as confirmation that the relevant personnel possess professional competence and independence, that the information used has been assessed to be appropriate and reasonable, and that applicable laws and regulations have been complied with.
Chapter Two Procedures
Section 1 Formulation of procedures
Article 6 Formulation of the Company’s Procedures for Acquisition or Disposal of Assets:
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Formulation or amendment of the Procedures shall require the consent of more than one-half of all members of the Audit Committee, and shall be submitted to the Board of Directors for resolution.
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If the foregoing fails to obtain the consent of more than one-half of all members of the Audit Committee, it may be effected with the consent of more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
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All members of the Audit Committee referred to in Subparagraph 1 and all directors referred to in the preceding subparagraph shall be calculated based on those actually in office.
Article 7 The operating procedures for the Company’s acquisition or disposal of assets, including the reference basis, transaction conditions, authorization levels, and executing units, shall all be handled in accordance with applicable laws and regulations, regulatory authority requirements, the Company’s responsibility delegation schedule, and relevant operating norms:
- Securities: Shall be handled in accordance with the relevant provisions
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of the Banking Act and the Company's Investment Policy.
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Real estate or right-of-use assets: Shall be handled in accordance with the Banking Act, relevant regulatory authority requirements, and the Company's Real Estate Management Rules.
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Membership certificates, intangible assets, equipment, or right-of-use assets: Procurement matters shall be handled in accordance with the division of authority under the Company's Procedures for Construction and Repair Works and Purchase, Custom-made, or Sale of Assets.
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Acquisition or disposal of real estate and equipment shall be conducted by way of price comparison, negotiation, or tendering, as chosen.
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Derivative products: Shall be handled by the Company's derivatives investment and trading department in accordance with relevant regulatory authority requirements and the Company's Business Strategy and Operating Standards for Conducting Derivatives Business.
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Acquisition or disposal of other assets shall be handled in accordance with the Company's relevant regulations.
All operations relating to the acquisition or disposal of assets shall be handled in accordance with the relevant provisions of the Company's internal control system. If significant violations are discovered, the relevant personnel shall be disciplined according to the nature of the violation.
Article 8
The total amount of real estate and right-of-use assets or securities acquired for non-business use, and the limit for individual securities, by the Company and its subsidiary companies shall be handled in accordance with the Banking Act or the relevant regulations of the regulatory authority.
Section 2 Acquisition or disposal of assets
Article 9
When the Company acquires or disposes of real estate, equipment, or right-of-use assets, except for transactions with domestic government agencies, owner-entrusted construction, lease-entrusted construction, or acquisition or disposal of equipment for business use or right-of-use assets thereof, if the transaction amount reaches 20% of the Company's paid-in capital or
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NT$300 million or more, the Company shall obtain an appraisal report from a professional appraiser prior to the date of occurrence of the fact, and shall comply with the following requirements:
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If a limited price, specific price, or special price must be used as a reference basis for the transaction price for special reasons, the transaction shall first be submitted to the Board of Directors for resolution, and the same applies if there are subsequent changes to the transaction conditions.
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If the transaction amount reaches NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
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If the appraisal results of the professional appraisers fall under any of the following circumstances, except where the appraisal results for acquired assets are all higher than the transaction amount, or the appraisal results for disposed assets are all lower than the transaction amount, a certified public accountant shall be consulted to express a specific opinion on the reasons for the discrepancy and the appropriateness of the transaction price:
(1) The appraisal result differs from the transaction amount by 20% or more of the transaction amount.
(2) The appraisal results of two or more professional appraisers differ by 10% or more of the transaction amount.
- The date of the appraisal report issued by the professional appraiser shall not be more than three months prior to the date the contract is established. However, if the same announced current value applies and the period does not exceed six months, the original professional appraiser may issue an opinion letter.
Article 10
When the Company acquires or disposes of securities, the most recent financial statements of the target company audited or reviewed by a certified public accountant shall be obtained prior to the date of occurrence of the fact as a reference for evaluating the transaction price. If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a certified public accountant shall be consulted prior to the date of occurrence of the fact to express an opinion on the reasonableness of the transaction price. However, this restriction shall not
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apply if the securities have public quotations on an active market or the Financial Supervisory Commission (hereinafter referred to as the FSC) provides otherwise.
Article 11
When the transaction amount for the Company’s acquisition or disposal of intangible assets, right-of-use assets thereof, or membership certificates reaches 20% of the Company’s paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, a certified public accountant shall be consulted prior to the date of occurrence of the fact to express an opinion on the reasonableness of the transaction price.
Article 12
The calculation of the transaction amount in the first three items shall be handled in accordance with the provisions of Article 27, Paragraph 2. The term “within one year” refers to the period one year prior to the date on which the transaction occurred. Valuation reports or accountant opinions issued by professional appraisers that have been obtained in accordance with this procedure shall not be included again.
Article 13
If the Company acquires or disposes of assets through court auction proceedings, court-issued certificates may be used in lieu of appraisal reports or accountant opinions.
Section 3 Related party transactions
Article 14
When the Company acquires or disposes of assets with a related party, in addition to handling the relevant resolution procedures and evaluating the reasonableness of the transaction conditions in accordance with the Procedures, if the transaction amount reaches 10% or more of the Company’s total assets, the Company shall also obtain an appraisal report from a professional appraiser or an accountant opinion in accordance with the Procedures.
Calculation of the transaction amount referred to in the preceding paragraph shall be handled in accordance with Article 12.
When determining whether a transaction counterparty is a related party, attention shall be paid not only to the legal form but also to the substantive relationship.
Article 15
When the Company acquires or disposes of real estate or right-of-use assets from or to a related party, or acquires or disposes of assets other than real
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estate or right-of-use assets with a related party, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, except for trading of domestic government bonds, bonds with repurchase or resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company shall submit the following materials to the Audit Committee and the Board of Directors for approval before signing the transaction contract or making payments:
- The purpose, necessity, and expected benefits of acquiring or disposing of assets.
- The reasons for selecting the related party as the transaction counterparty.
- Relevant materials for evaluating the reasonableness of the intended transaction conditions in accordance with Articles 16 and 17 when acquiring real estate or right-of-use assets from a related party.
- The date and price at which the related party originally acquired the asset, the transaction counterparty, and the relationship between the counterparty and the Company and the related party.
- A cash flow forecast for each month of the year from the intended contract month, along with an assessment of the necessity of the transaction and the reasonableness of the use of funds.
- The appraisal report from the professional appraiser or the accountant opinion obtained in accordance with the preceding article.
- Restrictive conditions and other important covenants of this transaction.
When submitting to the Board of Directors for discussion pursuant to Paragraph 1, the opinions of each independent director shall be fully considered. If any independent director has objections or reservations, they shall be recorded in the minutes of the Board of Directors meeting.
Pursuant to Paragraph 1, the consent of more than one-half of all members of the Audit Committee is required, and the matter shall be submitted to the Board of Directors for resolution, with the mutatis mutandis application of
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Article 6, Paragraph 1, Subparagraphs 2 and 3.
If the Company or any of its subsidiary companies that are not domestic public companies has a transaction described in Paragraph 1, and the transaction amount reaches 10% or more of the Company’s total assets, the materials listed in Paragraph 1 shall be submitted to the shareholders meeting for approval before signing the transaction contract or making payments. However, transactions between the Company and its subsidiary companies, or between the Company’s subsidiary companies with each other, are excluded.
Calculation of transaction amounts referred to in Paragraph 1 and the preceding paragraph shall be handled in accordance with Paragraph 2 of Article 27, and the term within one year is calculated retroactively for one year from the date on which the current transaction fact occurs; portions already submitted to and approved by the Audit Committee, Board of Directors, and shareholders meeting in accordance with the Procedures need not be included again.
If the Company has transactions as described in Paragraph 1 with a related party, it shall report the actual transaction situation (including the actual transaction amount, transaction conditions, and materials listed in Paragraph 1) to the most recent shareholders meeting after the end of the fiscal year.
Article 16
When the Company acquires real estate or right-of-use assets from a related party, the reasonableness of the transaction cost shall be assessed using the following methods:
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By adding the necessary interest on funds and costs legally borne by the buyer to the related party transaction price. The necessary interest cost on funds shall be estimated based on the weighted average interest rate of borrowings in the year in which the Company purchases the asset, provided that it shall not exceed the maximum borrowing rate for non-financial industries published by the Ministry of Finance.
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If the related party has previously pledged the subject property to a financial institution for mortgage loans, the total appraised lending value of the subject property by the financial institution, provided that the actual cumulative lending amount by the financial institution on the subject property shall have reached at least 70% of the total
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appraised lending value and the lending period shall have exceeded one year. However, this shall not apply if the financial institution and one of the transaction parties are related parties.
If land and a building of the same subject property are purchased or leased together, the transaction cost may be assessed separately for the land and the building using any one of the methods listed in the preceding paragraph. When the Company acquires real estate or right-of-use assets from a related party, the cost of the real estate or right-of-use assets shall be assessed in accordance with the preceding two paragraphs, and a certified public accountant shall be consulted to review and express a specific opinion.
When the Company acquires real estate or right-of-use assets from a related party under any of the following circumstances, the preceding article shall apply, and the preceding three paragraphs shall not apply:
- The related party acquired the real estate or right-of-use assets through inheritance or gift.
- More than five years have elapsed between the date on which the related party contracted to acquire the real estate or right-of-use assets and the date on which this transaction contract is signed.
- A joint construction contract is signed with the related party, or the related party is commissioned to construct real estate through owner-entrusted construction, lease-entrusted construction, or similar arrangements.
- Acquisition of right-of-use assets of real estate for business use between the Company and its subsidiary companies, or between subsidiary companies in which 100% of issued shares or total capital is directly or indirectly held.
Article 17
If the assessment results in accordance with Paragraphs 1 and 2 of the preceding article are both lower than the transaction price, the Company shall handle the matter in accordance with Article 18. However, if the following circumstances apply and objective evidence is provided along with specific reasonableness opinions from a professional real estate appraiser and a certified public accountant, this restriction shall not apply:
- If the related party acquired bare land or land under lease for
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subsequent construction, evidence may be provided demonstrating compliance with any one of the following conditions:
(1) The bare land is assessed using the method prescribed in the preceding article, and the building is assessed based on the related party’s construction cost plus reasonable construction profit, and the combined amount exceeds the actual transaction price. Reasonable construction profit shall be based on the lower of the average gross profit margin of the related party’s construction division over the most recent three fiscal years or the most recent construction industry gross profit margin published by the Ministry of Finance.
(2) Other non-related-party transactions in other floors of the same subject property or in neighboring areas within one year, with similar floor area, and with comparable transaction conditions after adjustment for reasonable floor or area price differentials in accordance with real estate buying, selling, or leasing conventions.
- The Company demonstrates that the transaction conditions for real estate purchased from or right-of-use assets of real estate leased from a related party are comparable to other non-related-party transactions in neighboring areas within one year with similar floor areas.
Neighboring area transactions referred to in the preceding paragraph shall in principle be those in the same or adjacent city blocks within a radius of 500 meters from the subject property or with similar announced current values; similar floor area means that the floor area of other non-related-party transactions is in principle not less than 50% of the floor area of the subject property; within one year is calculated retroactively for one year from the date of occurrence of the fact of acquisition of the real estate or right-of-use assets.
Article 18
When the Company acquires real estate or right-of-use assets from a related party, if the assessment results in accordance with the preceding two articles are both lower than the transaction price, the following shall be carried out:
- A special reserve shall be appropriated for the difference between the transaction price of the real estate or right-of-use assets and the
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assessed cost, in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, and shall not be distributed or used for capitalization. If investors who adopt the equity method to account for investments in the Company are public companies, they shall also appropriate a special reserve in proportion to their shareholding in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act for the appropriated amount.
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The independent directors of the Audit Committee shall handle the matter in accordance with Article 218 of the Company Act.
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The handling under the preceding two subparagraphs shall be reported to the shareholders meeting, and the detailed transaction content shall be disclosed in the annual report and prospectus.
When the Company appropriates a special reserve in accordance with the preceding paragraph, such special reserve may only be used after the asset purchased or leased at a high price has been recognized for impairment losses, disposed of, or the lease terminated, or appropriate compensation has been made or the original state restored, or there is other evidence confirming that there is nothing unreasonable, and after the FSC’s consent has been obtained.
If there is other evidence indicating that the transaction is not consistent with normal business practices when the Company acquires real estate or right-of-use assets from a related party, the preceding two paragraphs shall also apply.
Section 4 Corporate mergers, deconsolidations, acquisitions, and share transfers
Article 19 When the Company conducts mergers, deconsolidations, acquisitions, or share transfers, it shall, prior to convening the Board of Directors for resolution, commission an accountant, lawyer, or securities underwriter to express an opinion on the reasonableness of the share exchange ratio, acquisition price, or cash or other property to be distributed to shareholders, and submit the matter to the Board of Directors for discussion and approval. However, this requirement for a reasonableness opinion from an expert shall not apply where the Company merges a subsidiary company in which it directly or indirectly holds 100% of the issued shares or total capital, or where subsidiary companies that are directly or indirectly 100% held merge with each other.
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Article 20
The Company shall prepare public documents addressed to shareholders containing the important terms and conditions of and relevant matters relating to the merger, deconsolidation, or acquisition, and deliver such documents together with the expert opinion referred to in Paragraph 1 of the preceding article and the notice of the shareholders meeting to shareholders before the shareholders meeting is convened, for reference in deciding whether to approve the merger, deconsolidation, or acquisition. However, this restriction shall not apply if other laws provide that a shareholders meeting resolution for merger, deconsolidation, or acquisition matters may be dispensed with.
If the Company’s shareholders meeting is unable to be convened or to adopt a resolution due to insufficient attendance, insufficient voting rights, or other legal restrictions, or if a proposal is rejected by the shareholders meeting, the Company shall immediately make a public announcement explaining the reasons, the subsequent handling procedures, and the expected date for convening the shareholders meeting.
Article 21
Unless otherwise provided by other laws or with the prior approval of the FSC for special circumstances, when the Company participates in a merger, deconsolidation, or acquisition, the Board of Directors and the shareholders meeting shall be convened on the same day to resolve the relevant merger, deconsolidation, or acquisition matters.
Unless otherwise provided by other laws or with the prior approval of the FSC for special circumstances, when the Company participates in a share transfer, the Board of Directors shall be convened on the same day.
When the Company participates in a merger, deconsolidation, acquisition, or share transfer, the following information shall be compiled into complete written records and retained for five years for inspection:
- Basic personnel information: Including the title, name, and national ID number (or passport number for foreign nationals) of all persons who participated in the planning or execution of the merger, deconsolidation, acquisition, or share transfer plan prior to the public disclosure of the information.
- Key event dates: Including dates for signing the letter of intent or memorandum of understanding, engaging financial or legal advisors, signing the contract, and convening the Board of Directors.
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- Key documents and meeting minutes: Including the merger, deconsolidation, acquisition, or share transfer plan, the letter of intent or memorandum of understanding, key contracts, and Board of Directors meeting minutes.
When the Company participates in a merger, deconsolidation, acquisition, or share transfer, within two days from the date of adoption of the Board of Directors resolution, the information in Subparagraphs 1 and 2 of the preceding paragraph shall be submitted to the FSC for recordkeeping via the internet information system in the prescribed format.
If any company participating in the merger, deconsolidation, acquisition, or share transfer is not listed on a stock exchange or traded at securities dealers' premises, the Company shall sign an agreement with it and comply with the preceding two paragraphs.
Article 22
All persons who participate in or are aware of the company's merger, deconsolidation, acquisition, or share transfer plan shall provide a written confidentiality commitment, and shall not disclose the contents of the plan to third parties before the information is made public, nor shall they personally or through others trade shares or other equity-related securities of all companies involved in the merger, deconsolidation, acquisition, or share transfer.
Article 23
When the Company participates in a merger, deconsolidation, acquisition, or share transfer, the share exchange ratio or acquisition price shall not be arbitrarily changed except in the following circumstances, and the circumstances under which changes may be made shall be stipulated in the merger, deconsolidation, acquisition, or share transfer contract:
- Conducting cash capital increases, issuing convertible corporate bonds, issuing bonus shares, issuing corporate bonds with warrants, preferred shares with warrants, warrants, and other equity-related securities.
- Disposing of major company assets or other acts affecting the company's financial operations.
- Occurrence of significant disasters, major technological changes, or other events affecting the company's shareholders' rights or securities prices.
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- Adjustment for any participating company’s repurchase of treasury shares pursuant to law.
- Increases or decreases in the number of participating entities.
- Other conditions for change have been stipulated in the contract and publicly disclosed.
Article 24
When the Company conducts mergers, deconsolidations, acquisitions, or share transfers, the contract shall specify the rights and obligations of the companies participating in the merger, deconsolidation, acquisition, or share transfer, and shall include the following matters:
- Handling of breach of contract.
- Principles for handling equity-related securities previously issued or treasury shares previously bought back by companies that are dissolved or deconsolidated due to a merger.
- The number of treasury shares that participating companies may repurchase pursuant to law after the record date for calculating the share exchange ratio, and the principles for handling such shares.
- Method for handling increases or decreases in the number of participating entities.
- Expected progress of plan execution and expected completion schedule.
- Relevant handling procedures such as the expected date for convening the shareholders meeting as required by law and regulations if the plan is not completed on schedule.
Article 25
After the Company participates in a merger, deconsolidation, acquisition, or share transfer and the information has been publicly disclosed, if it is intended to engage in another merger, deconsolidation, acquisition, or share transfer with another company, unless the number of participating parties decreases and the shareholders meeting has already resolved to authorize the Board of Directors to change the relevant authority, in which case the participating companies may be exempt from convening a new shareholders meeting for re-resolution; for completed procedures or legal acts in the
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original merger, deconsolidation, acquisition, or share transfer case, all participating companies shall perform them again.
Article 26
If any company participating in the merger, deconsolidation, acquisition, or share transfer is not a public company, the Company shall sign an agreement with it and comply with the provisions of Articles 21, 22, and the preceding article.
Chapter Three Disclosures
Article 27
Standards for Mandatory Public Announcement and Reporting
When the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature of the transaction and in the prescribed format, submit the relevant information for public announcement and reporting on the website designated by the FSC within two days from the date on which the fact occurs:
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Acquisition or disposal of real estate or right-of-use assets from or to a related party, or acquisition or disposal of assets other than real estate or right-of-use assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, trading of domestic government bonds, bonds with repurchase or resale agreements, and subscription or redemption of money market funds issued by domestic securities investment trust enterprises are excluded.
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Conducting a merger, deconsolidation, acquisition, or share transfer.
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Losses from derivatives trading reaching the total or individual contract loss limit specified in the prescribed procedures.
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Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party, and the transaction amount reaches any of the following thresholds:
(1) For public companies with paid-in capital of less than NT$10 billion, transaction amounts of NT$500 million or more.
(2) For public companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, transaction amounts of NT$1 billion or more.
(3) For public companies with paid-in capital of NT$50 billion or more, transaction amounts of 5% or more of the
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company’s paid-in capital.
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Acquisition of real estate through owner-entrusted construction, lease-entrusted construction, joint construction with separate ownership, joint construction with profit sharing, or joint construction with separate sale, where the counterparty is not a related party, and the Company’s planned transaction amount is NT$500 million or more.
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For public companies with paid-in capital of NT$50 billion or more, trading of government bonds, ordinary corporate bonds, and general bank debentures not involving equity rights (excluding subordinated debentures) on stock exchanges or at securities dealers’ premises, which do not fall under the proviso items of Subparagraph 7, and where the counterparty is not a related party, and the transaction amount reaches 5% or more of the company’s paid-in capital.
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Asset transactions other than those in the preceding six subparagraphs, the Company’s disposition of claims, or investments in mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are excluded:
(1) Trading of domestic government bonds or foreign government bonds with a credit rating no lower than Taiwan’s sovereign rating.
(2) Securities trading by the Company on stock exchanges or at securities dealers’ premises, or subscription of foreign government bonds or publicly issued ordinary corporate bonds and general bank debentures not involving equity rights (excluding subordinated debentures) in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or sale of exchange-traded notes, or securities dealers subscribing to securities in accordance with Taipei Exchange regulations as required for underwriting business or as recommended securities dealers for emerging stock companies.
(3) Trading of bonds with repurchase or resale agreements, and subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
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Transaction amounts referred to in the preceding paragraph shall be calculated as follows:
- The amount of each transaction.
- The cumulative amount of transactions of the same type of subject matter with the same counterparty within one year.
- The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of real estate or right-of-use assets for the same development project within one year.
- The cumulative amount of acquisitions or disposals (accumulated separately for acquisitions and disposals) of the same securities within one year.
The term within one year in the preceding paragraph is calculated retroactively for one year from the date on which the current transaction fact occurs; portions already publicly announced in accordance with the Procedures need not be included again.
The Company shall monthly input the status of derivatives trading by the Company and its subsidiary companies that are not domestic public companies up to the end of the preceding month, in the prescribed format, into the information reporting website designated by the FSC before the 10th of each month.
If any publicly announced item contains errors or omissions that need to be corrected, the Company shall re-announce and report all items within two days from the date of becoming aware.
The Company shall keep all relevant contracts, meeting minutes, reference files, appraisal reports, and opinions from accountants, lawyers, or securities underwriters related to the acquisition or disposal of assets at the Company's premises, and retain them for at least five years unless otherwise provided by other laws.
Article 28 Announcement format:
- The announcement format for matters and content required to be announced when the Company trades securities of parent-subsidiary companies or affiliates on domestic or overseas centralized trading markets or over-the-counter markets is attached as Appendix 2.
- The announcement format for matters and content required to be announced when real estate is acquired through owner-entrusted
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construction, lease-entrusted construction, joint construction with separate ownership, joint construction with profit sharing, or joint construction with separate sale is attached as Appendix 3.
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The announcement format for acquisitions or disposals of real estate, equipment, or right-of-use assets, and transactions with related parties, is attached as Appendix 4.
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The announcement format for trading of securities, intangible assets, right-of-use assets thereof, or membership certificates not on centralized trading markets or at securities dealers' premises, and the Company's disposition of claims, is attached as Appendix 5.
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The announcement format for investments in mainland China is attached as Appendix 6.
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The format for announcing information on derivatives trading within two days from the date of occurrence is attached as Appendix 7-1.
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The format for announcing information on derivatives trading before the 10th of each month is attached as Appendix 7-2.
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The announcement format for mergers, deconsolidations, acquisitions, or share transfers is attached as Appendix 8.
Article 29 After the Company publicly announces and reports a transaction in accordance with Article 27, if any of the following circumstances arise, the Company shall submit the relevant information for public announcement and reporting on the website designated by the FSC within two days from the date on which the fact occurs:
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The relevant contract for the original transaction has been changed, terminated, or rescinded.
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The merger, deconsolidation, acquisition, or share transfer was not completed on the scheduled date as stipulated in the contract.
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The content of the original public announcement and report has been changed.
Chapter Four Control procedures for acquisition or disposal of assets of subsidiary companies
Article 30 Control procedures for acquisition or disposal of assets of subsidiary companies:
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Subsidiary companies shall formulate and implement procedures for acquisition or disposal of assets in accordance with relevant laws and regulations and the requirements of their business regulatory authorities.
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Acquisition or disposal of assets by subsidiary companies shall be handled in accordance with the business authority regulations of each subsidiary company.
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Subsidiary companies shall thoroughly inspect whether their formulated procedures for acquisition or disposal of assets comply with relevant laws and regulations and whether related matters are handled in accordance with such procedures. The Company’s internal audit shall review subsidiary companies’ audit reports or self-inspection reports and other related matters.
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The Company’s handling of public announcement and reporting matters on behalf of subsidiary companies shall be done in accordance with Article 31.
Article 31
For subsidiary companies of the Company that are not domestic public companies, if there are circumstances requiring public announcement and reporting under Chapter 4 in connection with their acquisition or disposal of assets, the Company shall handle such matters on their behalf.
The standard for mandatory public announcement and reporting applicable to subsidiary companies referred to in the preceding paragraph under Paragraph 1 of Article 27, regarding the paid-in capital or total assets provisions, shall be based on the Company’s paid-in capital or total assets.
Chapter Five Supplementary Provisions
Article 32
The provision in these Procedures regarding 10% of total assets shall be calculated based on the total assets in the most recent individual or separate financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 33
Matters not provided for in these Procedures shall be handled in accordance with the regulations of the regulatory authority and applicable laws.
Article 34
These Procedures shall take effect after approval by the Board of Directors
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and submission to the shareholders meeting for ratification, and the same shall apply to amendments.
Approved on April 28, 1989.
First amendment on October 29, 1991.
Second amendment on May 27, 1995.
Third amendment on December 28, 1999.
Fourth amendment on April 24, 2003.
Fifth amendment on June 15, 2007.
Sixth amendment on June 19, 2009.
Seventh amendment on June 6, 2012.
Eighth amendment on June 19, 2014.
Ninth amendment on June 21, 2016.
Tenth amendment on June 7, 2017.
Eleventh amendment on June 28, 2019.
Twelfth amendment on May 15, 2023.
Thirteenth amendment on May 24, 2024.
Fourteenth amendment on ○○, ○○, 2026.
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Discussion and Election item no. 3
Proposal: Proposal for amending the Company’s Rules of Procedure for Shareholders Meetings, submitted for discussion.
Explanation:
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The Rules of Procedure for Shareholders Meetings of the Bank have been revised with reference to the amended model Rules of Procedure for Shareholders Meetings of $\circ \circ$ Co., Ltd. issued by the Taiwan Stock Exchange Corporation by letter Tai-Zheng-Zhi-Li-Zi No. 11500029701, dated March 5, 2026.
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The key points of this amendment are as follows:
(1) In accordance with the amendment to Paragraph 4, Article 3 under Article 6 of the Regulations Governing the Content and Compliance Requirements for Shareholders Meeting Handbooks of Public Companies, the scope of the requirement to disclose the Handbook and related information 30 days prior to the Annual General Meeting of Shareholders has been expanded to apply to all TWSE/TPEx listed companies.
(2) With reference to foreign scrutineer systems, Paragraphs 8 to 11 of Article 13 have been newly added.
- The comparison table of amendments to and the amended provisions of the Company’s Rules of Procedure for Shareholders Meetings are attached as an appendix. (Please refer to pages 71–88 of the Annual Meeting Handbook.)
Resolution:
Comparison table of amendments to the Rules of Procedure for Shareholders Meetings
| Amended provisions | Current provisions | Summary: |
|---|---|---|
| Article 3 | ||
| (Paragraphs 1 to 3 omitted) |
The Company shall, no later than 30 days before the Annual General Meeting of Shareholders or 15 days before an Extraordinary General Meeting of Shareholders, transmit as electronic files to the Market Observation Post System the notice of meeting, proxy form, the subject matter and explanatory materials of all proposals including ratification matters, discussion matters, and matters relating to the election or dismissal of directors, the shareholders meeting Handbook, and supplementary meeting materials. The Company shall prepare the Handbook and supplementary meeting materials for that shareholders meeting no later than 15 days before the shareholders meeting for shareholders to access at any time, and shall make them | Article 3
(Paragraphs 1 to 3 omitted)
The Company shall, no later than 30 days before the Annual General Meeting of Shareholders or 15 days before an Extraordinary General Meeting of Shareholders, transmit as electronic files to the Market Observation Post System the notice of meeting, proxy form, the subject matter and explanatory materials of all proposals including ratification matters, discussion matters, and matters relating to the election or dismissal of directors. And it shall, no later than 30 days before the Annual General Meeting of Shareholders or 15 days before an Extraordinary General Meeting of Shareholders, transmit the shareholders meeting Handbook and supplementary meeting materials as electronic files to the Market Observation Post System. No later than 15 days before the shareholders | In accordance with the amendment to Paragraph 4, Article 3 under Article 6 of the Regulations Governing the Content and Compliance Requirements for Shareholders Meeting Handbooks of Public Companies, the scope of the requirement to disclose the Handbook and related information 30 days prior to the Annual General Meeting of Shareholders has been expanded to apply to all TWSE/TPEx listed companies. |
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| Amended provisions | Current provisions | Summary: |
|---|---|---|
| available at the Company and its shareholder services agent. | ||
| (Remainder omitted) | meeting, the Handbook and supplementary meeting materials for that meeting shall be prepared for shareholders to access at any time, and shall be made available at the Company and its shareholder services agent. | |
| (Remainder omitted) | ||
| Article 13 | ||
| (Paragraphs 1 to 6 omitted) |
The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson, provided that scrutineers shall be shareholders.
When the shareholders meeting has a proposal for the election of directors and the number of candidates exceeds the number of seats to be elected, a proposal for the dismissal of directors, or any proposal specified under Article 185 or Article 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, Subparagraph 1, or Article 26, Paragraph 2, | Article 13
(Paragraphs 1 to 6 omitted)
The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson, provided that scrutineers shall be shareholders.
(Remainder omitted) | I. When the shareholders meeting has a proposal for the election of directors and the number of candidates exceeds the number of seats to be elected, a proposal for the dismissal of directors, or any proposal specified under Article 185 or Article 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, Subparagraph 1, or Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate a lawyer, accountant, or notary public as scrutineer.
II. Paragraph 9 is newly added to provide that the scrutineer designated by the chairperson pursuant to Paragraph 8 shall, in |
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| Amended provisions | Current provisions | Summary: |
|---|---|---|
| Subparagraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate a lawyer, accountant, or notary public as scrutineer. |
The person designated by the chairperson pursuant to the preceding paragraph shall not be involved in matters related to the voting procedures, and shall not be a director, manager, or employee of the Company or its affiliates.
Scrutineers shall supervise the voting and vote-counting process, and shall sign the election results tabulation form.
If a scrutineer is designated pursuant to Paragraph 8, the name and title of the scrutineer shall be recorded in the minutes of the shareholders meeting.
(Subsequent paragraphs renumbered accordingly) | | addition to possessing professional qualifications, also be independent so as to avoid disputes. Regarding the assessment of independence, a scrutineer shall not be involved in matters related to the voting procedures of that shareholders meeting, and shall not be a director, manager, or employee of the Company or its affiliates.
III. Paragraph 10 is newly added to clarify that the responsibility of both general and independent scrutineers is to supervise the voting and vote-counting process at the venue of the shareholders meeting and to sign the election results tabulation form as an indication of accountability.
IV. Paragraph 11 is newly added to require that the name of the scrutineer be recorded in the minutes of the shareholders meeting to enhance transparency, requiring that the name and title of the independent scrutineer under Paragraph 8 be recorded in the minutes. |
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Rules of Procedure for Shareholders Meetings (draft)
Article 1 These Rules are formulated pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies in order to establish a sound shareholders meeting governance system, strengthen supervisory functions, and enhance management mechanisms for the Company, and shall be complied with accordingly.
Article 2 The rules of procedure for shareholders meetings of the Company shall be governed by these Rules, unless otherwise provided by laws and regulations or the Articles of Incorporation.
Article 3 Shareholders meetings of the Company shall be convened by the Board of Directors, unless otherwise provided by law.
The convening of a shareholders meeting by video conference shall be stipulated in the Articles of Incorporation and resolved by the Board of Directors, unless otherwise provided by the Regulations Governing Stock Affairs of Public Companies; furthermore, a video shareholders meeting shall be conducted pursuant to a resolution adopted by the Board of Directors with the attendance of at least two-thirds of all directors and the approval of a majority of the directors present.
Any change in the method of convening the shareholders meeting of the Company shall require a resolution of the Board of Directors, and shall be made no later than before the dispatch of the notice of the shareholders meeting.
The Company shall, no later than 30 days before the Annual General Meeting of Shareholders or 15 days before an Extraordinary General Meeting of Shareholders, transmit as electronic files to the Market Observation Post System the notice of meeting, proxy form, the subject matter and explanatory materials of all proposals including ratification matters, discussion matters, and matters relating to the election or dismissal of directors, the shareholders meeting Handbook, and supplementary meeting materials. The Company shall prepare the Handbook and supplementary meeting materials for that shareholders meeting no later than 15 days before the shareholders meeting for shareholders to access at any time, and shall make them available at the Company and its shareholder services agent. The Handbook and supplementary meeting materials referred to in the preceding paragraph shall be made available to shareholders by the Company on the day of the shareholders meeting in the following manner:
- When convening a physical shareholders meeting, they shall be distributed at the meeting venue.
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When convening a video-assisted shareholders meeting, they shall be distributed at the meeting venue and transmitted as electronic files to the video conference platform.
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When convening a video shareholders meeting, they shall be transmitted as electronic files to the video conference platform.
Notices and announcements shall specify the reasons for convening the meeting; where the recipient consents, such notices may be given electronically.
Matters relating to the election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to cease public issuance, permission for directors to engage in competing business, capitalization of earnings, capitalization of capital reserve, dissolution, merger, deconsolidation, or matters under each subparagraph of Article 185, Paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be enumerated in the reasons for convening the meeting with an explanation of the main content, and may not be raised as extraordinary motions.
If the reasons for convening the shareholders meeting already specify a full re-election of directors and state the date of assuming office, after the re-election is completed at that shareholders meeting, the date of assuming office may not be changed by way of an extraordinary motion or any other means at the same meeting.
A shareholder holding 1% or more of the total issued shares may submit a proposal for the Annual General Meeting of Shareholders, limited to one proposal; proposals in excess of one shall not be included as agenda items. Furthermore, if a shareholder's proposal falls under any of the circumstances specified in each subparagraph of Paragraph 4, Article 172-1 of the Company Act, the Board of Directors may decline to include it as an agenda item.
A shareholder may submit a recommendatory proposal to encourage the Company to promote the public interest or fulfill social responsibility; procedurally, such proposals shall be subject to the relevant provisions of Article 172-1 of the Company Act and limited to one proposal, with proposals in excess of one not to be included as agenda items.
The Company shall publicly announce the acceptance of shareholder proposals, the method of written or electronic acceptance, the location of acceptance, and the acceptance period before the record date for suspension of share transfer prior to
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the Annual General Meeting of Shareholders; the acceptance period shall be no less than ten days.
Shareholder proposals shall be limited to 300 characters; proposals exceeding 300 characters shall not be included as agenda items; proposing shareholders shall attend the Annual General Meeting of Shareholders in person or by proxy and participate in the discussion of the proposal.
The Company shall notify the proposing shareholders of the handling results before the date of dispatch of the notice to convene the shareholders meeting, and shall include proposals that comply with the provisions of this article in the notice of meeting. The Board of Directors shall explain the reasons for not including a shareholder proposal at the shareholders meeting.
Article 4 A shareholder may, at each shareholders meeting, use a proxy form printed by the Company, specifying the scope of authorization, to appoint a proxy to attend the shareholders meeting.
Each shareholder may issue only one proxy form, authorizing only one proxy, which shall be delivered to the Company no later than five days before the shareholders meeting. In the event of duplicate proxy forms, the one that arrived first shall prevail. However, this restriction shall not apply if a revocation of the prior proxy is declared.
After a proxy form has been delivered to the Company, if a shareholder wishes to attend the shareholders meeting in person or exercise voting rights by written or electronic means, the shareholder shall give written notice of revocation of the proxy to the Company no later than two days before the shareholders meeting; if revocation is made after the deadline, the voting rights exercised by the proxy shall prevail.
After a proxy form has been delivered to the Company, if a shareholder wishes to attend the shareholders meeting by video, the shareholder shall give written notice of revocation of the proxy to the Company no later than two days before the shareholders meeting; if revocation is made after the deadline, the voting rights exercised by the proxy shall prevail.
Article 5 The shareholders meeting shall be held at a location in the Company's domicile or at a location convenient for shareholders to attend and suitable for holding a shareholders meeting. The meeting shall not commence before 9:00 a.m. or after 3:00 p.m. The opinions of independent directors shall be fully taken into account when determining the location and time of the meeting.
When the Company convenes a video shareholders meeting, the restriction on the
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meeting location in the preceding paragraph shall not apply.
Article 6 The Company shall specify in the notice of meeting the registration time and location for shareholders, solicitors, and authorized proxies (hereinafter referred to as shareholders) to register, as well as other matters requiring attention.
The registration time referred to in the preceding paragraph shall be conducted at least 30 minutes before the commencement of the meeting; the registration area shall be clearly marked and staffed with adequate and qualified personnel; the video conference for the shareholders meeting shall accept registrations on the video conference platform at least 30 minutes before the meeting commences; shareholders who have completed registration shall be deemed to be personally attending the shareholders meeting.
The Company shall set up a signature book for attending shareholders to sign in, or allow attending shareholders to submit a registration card in lieu of signing in.
The Company shall provide attending shareholders with the Handbook, annual report, attendance certificate, speech slip, voting ballot, and other meeting materials; if there is an election of directors, election ballots shall be additionally attached.
Shareholders shall attend the shareholders meeting with their attendance certificate, registration card, or other attendance documents; the Company shall not arbitrarily require shareholders to provide additional identification documents beyond those required for attendance; solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juridical person is a shareholder, more than one representative may attend the shareholders meeting. When a juridical person is entrusted to attend the shareholders meeting, only one representative may be designated to attend.
When the shareholders meeting is convened by video conference, shareholders wishing to attend by video shall register with the Company no later than two days before the shareholders meeting.
When the shareholders meeting is convened by video conference, the Company shall upload the Handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes before the meeting commences, and shall keep such materials disclosed until the end of the meeting.
Article 6-1 When the Company convenes a shareholders meeting by video conference, the following matters shall be specified in the notice to convene the shareholders meeting:
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The method for shareholders to participate in the video conference and exercise their rights.
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The method for handling disruptions to the video conference platform or to participation by video due to natural disasters, incidents, or other force majeure events, including at least the following:
(1) The time after which a disruption that continues to be unresolvable requires postponement or continuation of the meeting, and the date for such postponement or continuation if required.
(2) Shareholders who have not registered to participate in the original shareholders meeting by video may not participate in the postponed or continued meeting.
(3) When convening a video-assisted shareholders meeting, if the video conference cannot be continued, after deducting the shares attending the shareholders meeting by video, if the total shares present still meet the statutory quorum for the shareholders meeting, the meeting shall continue; for shareholders participating by video, their shares shall be counted in the total shares present, and they shall be deemed to have abstained on all proposals of that shareholders meeting.
(4) The method for handling the situation where results for all proposals have been announced but extraordinary motions have not yet been raised.
- When convening a video shareholders meeting, appropriate alternative measures to be provided for shareholders who have difficulty participating by video shall also be specified. Except in the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing Stock Affairs of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period within which shareholders may apply to the Company and other relevant matters shall be specified.
Article 7 If the shareholders meeting is convened by the Board of Directors, the chairperson shall be the Chairman of the Board; if the Chairman is on leave or unable to exercise authority for any reason, the Vice Chairman shall act in lieu; if there is no Vice Chairman or the Vice Chairman is also on leave or unable to exercise authority for any reason, the Chairman shall designate one Managing Director to act in lieu; if there are no Managing Directors, one Director shall be designated; if the Chairman has not designated a proxy, the Managing Directors or Directors shall mutually elect one to act in lieu.
If the chairperson in the preceding paragraph is represented by a Managing
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Director or Director, the Managing Director or Director shall have been in office for six months or more and be familiar with the Company’s financial and business status. The same applies if the chairperson is the representative of a juridical person director.
For a shareholders meeting convened by the Board of Directors, it is advisable for the Chairman to personally preside, and it is advisable for more than half of the directors of the Board of Directors, at least one independent director, and at least one representative of each type of functional committee to attend in person, with the attendance being recorded in the minutes of the shareholders meeting.
If the shareholders meeting is convened by a convening party other than the Board of Directors, the chairperson shall be that convening party; if there are two or more convening parties, they shall mutually elect one to serve as chairperson.
The Company may designate its commissioned lawyers, accountants, or relevant personnel to attend the shareholders meeting.
Article 8 The Company shall make a complete audio or video recording of the entire proceedings of the shareholders meeting and retain it for at least one year. However, if a shareholder has filed a lawsuit pursuant to Article 189 of the Company Act, they shall be retained until the conclusion of the litigation.
When the shareholders meeting is convened by video conference, the Company shall keep records of shareholders’ registration, check-in, questions, voting, and the Company’s vote-counting results, and shall make continuous and uninterrupted audio and video recordings of the entire video conference.
The data and audio/video recordings referred to in the preceding paragraph shall be properly retained by the Company during its existence, and the audio/video recordings shall be provided to the entrusted party handling the video conference affairs for retention.
Article 9 Attendance at shareholders meetings shall be calculated on the basis of shares. The number of shares present shall be calculated based on the signature book or registration cards submitted, plus the number of shares registered on the video conference platform, and the number of shares for which voting rights are exercised by written or electronic means.
When the scheduled meeting time has arrived, the chairperson shall promptly declare the meeting open and simultaneously announce relevant information including the number of shares without voting rights and the number of shares present.
However, if shareholders representing more than half of the total issued shares are
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not present, the chairperson may announce a postponement of the meeting, limited to two postponements, with the total postponement time not exceeding one hour. If after two postponements the attendance of shareholders representing one-third or more of the total issued shares has still not been achieved, the chairperson shall announce that the meeting has failed to convene; if the shareholders meeting is convened by video conference, the Company shall also announce the failure to convene on the video conference platform.
If after the two postponements the attendance remains insufficient but shareholders representing one-third or more of the total issued shares are present, a provisional resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act, and such provisional resolution shall be notified to each shareholder to reconvene a shareholders meeting within one month; if the shareholders meeting is convened by video conference, shareholders wishing to attend by video shall re-register with the Company pursuant to Article 6.
Before the current meeting concludes, if the shares represented by the attending shareholders reach more than half of the total issued shares, the chairperson may re-submit the provisional resolution to the shareholders meeting for a vote pursuant to Article 174 of the Company Act.
Article 10 If the shareholders meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors; all relevant proposals (including extraordinary motions and amendments to original proposals) shall be voted on item by item; the meeting shall proceed in accordance with the scheduled agenda, which may not be changed without a resolution of the shareholders meeting.
If the shareholders meeting is convened by a convening party other than the Board of Directors, the preceding paragraph shall apply mutatis mutandis.
Before the scheduled agenda items (including extraordinary motions) have been concluded, the chairperson may not unilaterally announce adjournment without a resolution; if the chairperson violates the rules of procedure and announces adjournment, the other members of the Board of Directors shall promptly assist the attending shareholders to elect one person to serve as chairperson by the approval of a majority of the voting rights of the attending shareholders in accordance with legal procedures, and the meeting shall continue.
When the chairperson considers that discussion of a proposal has reached the point where it may be put to a vote, the chairperson may announce the cessation of discussion and put the matter to a vote.
Article 11 Before speaking, attending shareholders shall fill in a speech slip specifying the
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gist of their speech, the shareholder account number and account name (or attendance certificate number), and the chairperson shall determine the order of speaking.
If an attending shareholder submits a speech slip but does not speak, the shareholder shall be deemed not to have spoken. If the content of the speech differs from what is recorded on the speech slip, the speech content shall prevail.
Each shareholder may speak on the same proposal no more than twice without the chairperson’s consent, and each speech shall not exceed five minutes; however, if a shareholder’s speech violates the rules or goes beyond the scope of the topic, the chairperson may stop the speech.
When an attending shareholder is speaking, other shareholders may not interrupt unless they have obtained the consent of the chairperson and the speaking shareholder; the chairperson shall stop violations.
When a juridical person shareholder designates two or more representatives to attend the shareholders meeting, only one person may be designated to speak on the same proposal.
After an attending shareholder has spoken, the chairperson may personally or designate relevant personnel to respond.
When the shareholders meeting is convened by video conference, shareholders participating by video may submit questions via text on the video conference platform after the chairperson announces the opening of the meeting and until the announcement of adjournment, limited to no more than two questions per proposal and no more than 200 characters each, and Paragraphs 1 to 5 shall not apply.
Article 12 Voting at shareholders meetings shall be calculated on the basis of shares.
For resolutions of the shareholders meeting, the shares of shareholders without voting rights shall not be counted in the total issued shares.
When a shareholder has a personal interest in a matter on the agenda that may be prejudicial to the interests of the Company, such shareholder may not participate in the vote and may not exercise the voting rights of other shareholders as proxy.
The number of shares that may not exercise voting rights under the preceding paragraph shall not be counted in the total voting rights of the attending shareholders.
Except for trust enterprises or shareholder services agents approved by the securities regulatory authority, if one person is simultaneously entrusted by two or more shareholders, the voting rights represented by such proxy shall not exceed 3% of the total voting rights of the total issued shares; any voting rights in excess
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of this limit shall not be counted.
Article 13 Each shareholder has one vote per share; however, this restriction shall not apply to restricted shares or shares listed as having no voting rights under Paragraph 2, Article 179 of the Company Act.
When the Company convenes a shareholders meeting, voting rights shall be exercised by electronic means, and may also be exercised by written means; when voting rights are exercised by written or electronic means, the method of exercise shall be specified in the notice to convene the shareholders meeting. Shareholders who exercise their voting rights by written or electronic means shall be deemed to be personally attending the shareholders meeting. However, they shall be deemed to have abstained on extraordinary motions and amendments to original proposals at that shareholders meeting; accordingly, the Company should avoid submitting extraordinary motions and amendments to original proposals.
The expression of intention by persons exercising voting rights by written or electronic means in the preceding paragraph shall be delivered to the Company no later than two days before the shareholders meeting; in the event of duplicate expressions of intention, the one that arrived first shall prevail. However, this restriction shall not apply if a revocation of the prior expression of intention is declared.
After a shareholder has exercised voting rights by written or electronic means, if the shareholder wishes to personally attend or attend by video at the shareholders meeting, the shareholder shall revoke the expression of intention to exercise voting rights in the preceding paragraph in the same manner as the exercise of voting rights no later than two days before the shareholders meeting; if revocation is made after the deadline, the voting rights exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy form is also used to appoint a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail.
The adoption of resolutions on proposals shall require the approval of a majority of the voting rights of the attending shareholders, unless otherwise provided by the Company Act or the Articles of Incorporation of the Company. When putting matters to a vote, the chairperson or a designated person shall announce the total number of voting rights of the attending shareholders item by item, after which shareholders shall vote on each item, and the results of shareholders' approval, disapproval, or abstention shall be entered into the Market Observation Post System on the day the shareholders meeting is held.
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When the same proposal has an amendment or a substitute proposal, the chairperson shall determine the order of voting together with the original proposal. If one of the proposals is passed, the other proposals shall be deemed rejected, and no further vote shall be required.
The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson, provided that scrutineers shall be shareholders.
When the shareholders meeting has a proposal for the election of directors and the number of candidates exceeds the number of seats to be elected, a proposal for the dismissal of directors, or any proposal specified under Article 185 or Article 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24, Paragraph 2, Subparagraph 1, or Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate a lawyer, accountant, or notary public as scrutineer.
The person designated by the chairperson pursuant to the preceding paragraph shall not be involved in matters related to the voting procedures, and shall not be a director, manager, or employee of the Company or its affiliates.
Scrutineers shall supervise the voting and vote-counting process, and shall sign the election results tabulation form.
If a scrutineer is designated pursuant to Paragraph 8, the name and title of the scrutineer shall be recorded in the minutes of the shareholders meeting.
Vote counting shall be conducted publicly within the meeting venue; the results of the vote shall be announced on the spot and recorded.
When the Company convenes a shareholders meeting by video conference, shareholders participating by video shall, after the chairperson announces the opening of the meeting, conduct voting on proposals and cast ballots in elections through the video conference platform, and shall complete such voting before the chairperson announces the close of voting; late submissions shall be deemed abstentions.
When the shareholders meeting is convened by video conference, vote counting shall be conducted on a one-time basis after the chairperson announces the close of voting, and the results of the vote and the election shall be announced.
When the Company convenes a video-assisted shareholders meeting, shareholders who have registered pursuant to Article 6 to attend the shareholders meeting by video and wish to personally attend the physical shareholders meeting shall revoke
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their registration in the same manner as their registration no later than two days before the shareholders meeting; if revocation is made after the deadline, the shareholder may only attend the shareholders meeting by video.
If voting rights are exercised by written or electronic means without revoking the expression of intention, and the shareholder participates in the shareholders meeting by video, such shareholder may not, except for extraordinary motions, exercise voting rights on the original proposals, submit amendments to the original proposals, or exercise voting rights on amendments to the original proposals.
Article 14 If the shareholders meeting has an election of directors, it shall be conducted in accordance with the relevant election norms formulated by the Company; the results of the election shall be announced on the spot, including the list of elected directors with their vote counts and the list of candidates who were not elected with their vote counts.
The election ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineers, properly kept, and retained for at least one year. However, if a shareholder has filed a lawsuit pursuant to Article 189 of the Company Act, they shall be retained until the conclusion of the litigation.
Article 15 The matters resolved at the shareholders meeting shall be recorded in the minutes, signed or sealed by the chairperson, and entered into the Market Observation Post System for public announcement within 20 days after the meeting.
The minutes shall faithfully record the year, month, day, and place of the meeting, the name of the chairperson, the method of resolution, the gist of the proceedings, and the results of the vote (including the counted votes); if directors are elected, the number of votes received by each candidate shall be disclosed. They shall be permanently retained during the existence of the Company.
When the shareholders meeting is convened by video conference, the minutes shall, in addition to the items required to be recorded under the preceding paragraph, also record the opening and closing times of the shareholders meeting, the method of convening the meeting, the names of the chairperson and recorder, and the method of handling and the handling situation in the event of disruptions to the video conference platform or to participation by video due to natural disasters, incidents, or other force majeure events.
When the Company convenes a video shareholders meeting, in addition to complying with the provisions of the preceding paragraph, the minutes shall also record the alternative measures provided for shareholders who have difficulty participating by video.
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Article 16 The number of shares solicited by solicitors, the number of shares represented by authorized proxies, and the number of shares for which shareholders attended by written or electronic means shall be compiled by the Company in a statistical table in the prescribed format on the day the shareholders meeting is held, and shall be clearly displayed at the meeting venue; when the shareholders meeting is convened by video conference, the Company shall upload the aforementioned data to the video conference platform at least 30 minutes before the meeting commences, and shall keep it disclosed until the end of the meeting.
When the Company convenes a shareholders meeting by video conference, the total number of shares of attending shareholders shall be disclosed on the video conference platform at the announcement of the opening of the meeting. The same applies if the total number of shares and voting rights of attending shareholders are additionally tabulated during the meeting.
If any matter resolved at the shareholders meeting constitutes material information as required by applicable laws and regulations or as specified by Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the prescribed time.
Article 17 Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm badges.
The chairperson may direct proctors or security personnel to assist in maintaining order at the meeting venue. Ushers or security personnel assisting in maintaining order shall wear armbands or identification badges marked with the word “proctor.”
If the meeting venue is equipped with amplification equipment, the chairperson may stop shareholders from speaking if they are not using the equipment provided by the Company.
If a shareholder violates the rules of procedure and refuses to comply with corrections by the chairperson, thereby obstructing the proceedings of the meeting and failing to comply after being stopped, the chairperson may direct ushers or security personnel to ask the shareholder to leave the meeting venue.
Article 18 During the meeting, the chairperson may announce a recess at an appropriate time; in the event of force majeure circumstances, the chairperson may rule to temporarily suspend the meeting and announce the time for resumption as appropriate.
If the meeting venue cannot continue to be used before the scheduled agenda items (including extraordinary motions) of the shareholders meeting have been concluded, the shareholders meeting may resolve to find another venue to continue
85
the meeting.
The shareholders meeting may resolve to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 When the shareholders meeting is convened by video conference, the Company shall immediately disclose the results of the vote on all proposals and the election results on the video conference platform after voting is concluded, in accordance with the prescribed disclosure requirements, and shall continue to disclose them for at least 15 minutes after the chairperson announces adjournment.
Article 20 When the Company convenes a video shareholders meeting, the chairperson and the recording personnel shall be at the same location within Taiwan, and the chairperson shall announce the address of that location at the opening of the meeting.
Article 21 When the shareholders meeting is convened by video conference, the Company may provide shareholders with a simple connection test before the meeting, and shall provide real-time services before and during the meeting to assist with technical communication issues.
When the shareholders meeting is convened by video conference, the chairperson shall, at the time of announcing the opening of the meeting, additionally announce that, except in the circumstances specified in Article 44-20, Paragraph 4 of the Regulations Governing Stock Affairs of Public Companies where postponement or continuation is not required, if disruptions to the video conference platform or to participation by video due to natural disasters, incidents, or other force majeure events persist for 30 minutes or more before the chairperson announces adjournment, the meeting shall be postponed or continued within five days, and Article 182 of the Company Act shall not apply.
If the preceding paragraph requires postponement or continuation, shareholders who have not registered to participate in the original shareholders meeting by video may not participate in the postponed or continued meeting.
If a postponement or continuation of the meeting is required pursuant to Paragraph 2, shareholders who have registered to participate in the original shareholders meeting by video and have completed registration but do not participate in the postponed or continued meeting shall have their shares attended at the original shareholders meeting, their exercised voting rights, and their exercised election rights counted in the total shares, total voting rights, and total election rights of the attending shareholders at the postponed or continued meeting.
When a shareholders meeting postponement or continuation is handled pursuant
86
to Paragraph 2, proposals for which voting and vote counting have already been completed and the results of the vote or the list of elected directors have already been announced shall not require re-discussion or re-resolution.
When the Company convenes a video-assisted shareholders meeting and the situation in Paragraph 2 where the video conference cannot be continued occurs, if after deducting the shares attending the shareholders meeting by video the total shares present still meet the statutory quorum for the shareholders meeting, the meeting shall continue without postponement or continuation pursuant to Paragraph 2.
If the situation in the preceding paragraph where the meeting must continue arises, for shareholders participating in the shareholders meeting by video, their shares shall be counted in the total shares of the attending shareholders, but they shall be deemed to have abstained on all proposals of that shareholders meeting.
When the Company postpones or continues the meeting pursuant to Paragraph 2, it shall handle the relevant preparatory work in accordance with the provisions listed in Article 44-20, Paragraph 7 of the Regulations Governing Stock Affairs of Public Companies, based on the date of the original shareholders meeting and the provisions of each applicable article.
The periods specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxy Forms for Attendance at Shareholders Meetings by Public Companies, Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing Stock Affairs of Public Companies shall be handled by the Company based on the date of the shareholders meeting as postponed or continued pursuant to Paragraph 2.
Article 22 When the Company convenes a video shareholders meeting, appropriate alternative measures shall be provided for shareholders who have difficulty attending the shareholders meeting by video. Except in the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing Stock Affairs of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period within which shareholders may apply to the Company and other relevant matters shall be specified.
Article 23 These Rules shall take effect after approval by the shareholders meeting, and the same shall apply to amendments and abolition.
Resolved in the General shareholders meeting on June 20, 1998.
Resolved in the General shareholders meeting on June 13, 2013.
Resolved in the General shareholders meeting on June 28, 2019.
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Resolved in the General shareholders meeting on June 30, 2020.
Resolved in the General shareholders meeting on July 1, 2021.
Resolved in the General shareholders meeting on May 17, 2022.
Resolved in the General shareholders meeting on May 15, 2023.
Resolved in the General shareholders meeting on May 24, 2024.
Resolved in the General shareholders meeting on o o, 2026.
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Discussion and Election item no. 4
Summary: Election of 12 directors of the 26th term (including 4 independent directors).
Explanation:
1. Pursuant to Articles 21 and 29 of the Bank’s Articles of Incorporation and the resolution of the 35th meeting of the 25th term Board of Directors on March 5, 2026, the 26th term Board of Directors shall consist of 12 directors (including 4 independent directors), to be elected by the shareholders meeting from the list of director candidates through the candidate nomination system, for a term of three years from May 27, 2026 to May 26, 2029.
2. For the list of director candidates please refer to pages 90–96 of the Annual Meeting Handbook.
3. This proposal was resolved at the 37th meeting of the 25th term Board of Directors on April 9, 2026.
Resolution:
Taichung Commercial Bank Co., Ltd.
List of candidates for the 26th term Board of Directors
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| Directors | Ruey-Tsang Lee | Hsu Tian Investment Co., Ltd. | Master, Graduate School of Land Economics, National Chengchi University | Chairperson, Financial Supervisory Commission; Chairman, Bank of Kaohsiung Co., Ltd.; Secretary-General, Kaohsiung Government; Director-General, Finance Bureau, Kaohsiung City Government; Political Deputy Minister, Ministry of Finance; Director-general, National Property Bureau, Ministry of Finance; Chairman, Chung Hua Investment Co., Ltd. | Chairman of Taichung Commercial Bank Co., Ltd. | 190,443,564 shares |
| Directors | Kuei-Fong Wang | Hsu Tian Investment Co., Ltd. | M.B.A., New York University, USA | Chairman, Taichung Commercial Bank Co., Ltd.; Chairman, Taichung Bank Insurance Brokers Co., Ltd.; VicePresident, Corporate Finance Division, BNP Paribas Hong Kong; Chairman, China Man-made Fiber Co., Ltd.; Chairman, Pan Asia Chemical Co., Ltd. | Managing Director, Taichung Commercial Bank Co., Ltd.; Director, Pan Asia Investment Co., Ltd.; Supervisor, Hsu Tian Investment Co., Ltd.; Supervisor, Yaoshang Investment Co., Ltd.; Supervisor, Chida | 190,443,564 shares |
90
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| Investment Co., Ltd.; Supervisor, Hsuyi Investment Co., Ltd. | ||||||
| Directors | Shih-Yi Chiang | Hsu Tian Investment Co., Ltd. | M.B.A., University of Illinois Urbana-Champaign, USA | Independent Director, Farglory Life Insurance Co, Ltd.; Executive Vice President, M&A Division, The Croesus Group (Private Equity Fund based in Singapore); Executive Vice President, Office of Representative, RAFFIA CAPITAL, INC. (Private Equity Fund based in Shinsei Bank, Limited, Japan) | Director, Taichung Commercial Bank Co., Ltd.; Chairman, Taichung Bank Securities Investment Trust Co., Ltd.; Chairman, Taichung Bank Venture Capital Co., Ltd.; Supervisor, Pan Asia Investment Co., Ltd. | 190,443,564 shares |
| Directors | Richard Chang | Hsu Tian Investment Co., Ltd. | M.B.A., University of Chicago, USA; B.A., Department of Business, National Taiwan University | Chief of Staff and Spokesperson, China Development Financial Holding Co., Ltd.; President, KGI Bank / Cosmos Bank; Chief Strategy Officer and Spokesperson, SinoPac Financial Holdings; Deputy General Manager, MasterLink Securities Corp; Manager, Citibank Taipei Branch | Vice Chairman, Alpha Ring Asia INC.; Director, TBCASoft; Director, Modest Benefits Taiwan E Chain Co., Ltd. | 190,443,564 shares |
| Directors | Ying-Hui Wu | Hanhua Co., Ltd. | M.S., Boston University, USA | Vice President, JPMorgan Chase Bank Taipei Branch; Vice | Director, Taichung Commercial Bank Co., | 1,086,590 shares |
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| President, Bank of New York Mellon Taipei Branch | Ltd.; Chairman, Fulin Investment Co., Ltd.; Supervisor, Tien lin Investment Co., Ltd. Chairman, Fu Cheng Construction Co., Ltd. | |||||
| Directors | Yi-Yuan Tung | Hanhua Co., Ltd. | EMBA, National Chi Nan University | Chairman, Taichung Bank Leasing Co., Ltd.; Vice President, Taichung Commercial Bank Co., Ltd.; Assistant General Manager, Corporate Banking Division, Taichung Commercial Bank Co., Ltd.; Manager, Credit Review Division, Taichung Commercial Bank Co., Ltd. | President of Taichung Commercial Bank Co., Ltd. | 1,086,590 shares |
| Directors | Hsueh-Hsuan Liao | Hanhua Co., Ltd. | M.S., Department of Finance, National Chung Hsing University | Chairman, Taichung Bank Finance Leasing (Suzhou) Co., Ltd.; Senior Executive Vice President, Taichung Commercial Bank Co., Ltd.; Manager, Business Development Department, Taichung Commercial Bank Co., Ltd.; Manager, Loan | Director of Taichung Commercial Bank Co., Ltd. | 1,086,590 shares |
92
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| Administration Department, Taichung Commercial Bank Co., Ltd.; Manager, Department of Debt Collection and Asset Recovery, Taichung Commercial Bank Co., Ltd. | ||||||
| Directors | Aubrey Wang | Hanhua Co., Ltd. | America Graduate School of International Management, Thunderbird.MB A | Senior Executive Vice President, Business, Fubon Bank (Hong Kong); Senior Executive Vice President, Business, HSBC (Hong Kong); Senior Executive Vice President, Business, HSBC (Taiwan); Business Manager, Royal Bank of Canada (Taiwan) | Special Assistant to the Chairman, Taichung Commercial Bank Co., Ltd. | 1,086,590 shares |
| Independent Director | Jin-Yi Lee | - | Harvard Business School; Department of Business Administration, National Taiwan University | Chairman, Convoy Global Holdings Limited; Chief Executive Officer, Cathay International Holdings Limited; Independent Director, Taichung Commercial Bank Co., Ltd.; Chief Executive Officer, Fubon Bank (Hong Kong); Managing Director, BNP Paribas; Managing Director, JPMorgan Chase Bank | Independent Director (Managing Director) of Taichung Commercial Bank Co., Ltd. | - |
93
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| Independent Director | Pi-Ta Chen | - | EMBA of Business Administration, National Central University; Department of Cooperative Economics, Tamkang University | Vice President, Cosmos Bank Co., Ltd.; Manager of Loan Administration Dept., Cosmos Bank Co., Ltd.; Manager of Corporate Finance Dept., Cosmos Bank Co., Ltd | Independent Director of Taichung Commercial Bank Co., Ltd. | - |
| Independent Director | Wanda Chang Tung | - | University of California, Los Angeles (UCLA) School of Law, J.D | Managing Director and Head of Legal, Asia Pacific, JPMorgan Chase Bank (Hong Kong); Head of Legal, Compliance and Control, Asia, Nomura International (Hong Kong) Limited; Head of Legal, Asia (ex-Japan), Nomura International (Hong Kong) Limited; Managing Director and Legal & Compliance Advisor, Nomura International (Hong Kong) Limited; Managing Director and Head of Legal, Asia Pacific (ex-Japan), Lehman Brothers Asia Holdings Limited; Head of Asia Derivatives Documentation Team, JPMorgan Chase Bank (Hong Kong); Head of Hong Kong Legal | None | - |
94
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| Department, JPMorgan Chase Bank(Hong Kong); Co-Head of China Practice Group, JPMorgan Chase Bank(Hong Kong); Head of Credit & Rates Derivatives and Structured Finance, North Asia, JPMorgan Chase Bank(Hong Kong) | ||||||
| Independent Director | Lauren ce Kao | - | Doctor of Juridical Science (S.J.D.), Benjamin N. Cardozo School of Law, USA; Master of Laws (LL.M.) in Intellectual Property Law, Benjamin N. Cardozo School of Law, USA; Bachelor of Science in Operations Research and Industrial Engineering, Cornell University, USA; Bachelor of Science in Biology, Cornell University, USA | Assistant Professor, Shih Hsin University; Adjunct Lecturer, Shanghai International College of Intellectual Property, Tongji University; Municipal Consultant, Taipei City Government; Senior Foreign Legal affairs attorney, Chih-Chuan International Law Firm; Foreign Legal affairs attorney, Baker & McKenzie; Attorney, Thelen Reid Brown Raysman & Steiner; Vice President of Business, Syncomm Technology Corp.; Analyst, Credit Suisse First Boston | Director, Mingfu Intellectual Property Consulting Co., Ltd.; Managing Partner, Mingfu International Law P.C.; Managing Partner, OPES Law P.C. (USA); Senior Consultant, Zhengyuan International Law Firm; Assistant Professor, College of Technology Law, National Yang Ming Chiao Tung University; Member, Intellectual Property Committee, Chinese | - |
95
| Job Title | Candidate name | Name of government authority or juridical person represented | Education | Experience | Current position | Shareholding |
|---|---|---|---|---|---|---|
| National Federation of Industries; Director, New Cheng Corporation; Supervisor, Everterminal Co., Ltd.; Director, Xingeng Co., Ltd.; Director, Cerebrovascular Diseases Prevention and Treatment Foundation; Supervisor, Mingfu Technology Co., Ltd.; Director, Mingfu Investment Co., Ltd. |
96
Discussion and election item no. 5
Summary: Proposal for lifting the non-competition restrictions on the directors of the 26th term.
Explanation:
-
Pursuant to Paragraph 1, Article 209 of the Company Act, directors who act, for themselves or on behalf of others, in matters within the scope of the Company’s business operations shall explain the material content of such acts to the shareholders meeting and obtain its approval.
-
Some candidates for the 26th term Board of Directors of the Company (including juridical persons and their representatives) and independent director candidates may engage in acts the same as or similar to the Company’s business scope due to concurrent positions at other companies. The relevant concurrent positions are set out in the attached table. With respect to the elected directors and independent directors of the 26th term Board of Directors of the Company, it is proposed that the shareholders meeting approve the lifting of the non-competition restrictions on the directors, to the extent that it does not harm the Company’s interests.
-
This proposal was resolved at the 37th meeting of the 25th term Board of Directors on April 9, 2026.
Resolution:
Taichung Commercial Bank Co., Ltd.
Directors of the 26th term
Summary table of lifting of non-competition restrictions on directors
| Directors | Concurrent positions at other companies | Position |
|---|---|---|
| Kuei-Fong Wang | Hsu Tian Investment Co., Ltd. | Supervisor |
| Yaoshang Investment Co., Ltd. | Supervisor | |
| Chida Investment Co., Ltd. | Supervisor | |
| Hsuyi Investment Co., Ltd. | Supervisor | |
| Pan Asia Investment Co., Ltd. | Directors | |
| Shih-Yi Chiang | Taichung Bank Securities Investment Trust Co., Ltd. | Chairman |
| Pan Asia Investment Co., Ltd. | Supervisor | |
| Ying-Hui Wu | Fucheng Construction Co., Ltd. | Chairman |
| Fulin Investment Co., Ltd. | Chairman | |
| Tianlin Investment Co., Ltd. | Supervisor | |
| Richard Chang | Modest Benefits Taiwan E Chain Co., Ltd.. | Directors |
| TBCASoft | Directors | |
| Alpha Ring Asia INC.. | Vice Chairman | |
| Laurence Kao | Mingfu Intellectual Property Management Consulting Co., Ltd. | Directors |
| Mingfu Investment Co., Ltd. | Directors | |
| New Cheng Corporation | Directors | |
| Xingeng Co., Ltd. | Directors | |
| Mingfu Technology Co., Ltd. | Supervisor | |
| Yongchu Co., Ltd. | Supervisor |
98
99
Extemporary motions
100
Appendices
Appendix 1
INDEPENDENT AUDITORS' REPOR
The Board of Directors and Shareholders
Taichung Commercial Bank Co., Ltd.
Opinion
We have audited the accompanying financial statements of Taichung Commercial Bank Co., Ltd. (the "Bank"), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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The following were the descriptions of the key audit matters in the audit of the financial statements of the Bank for the year ended December 31, 2025:
Expected Credit Losses of Notes Discounted and Loans, Net
As described in Notes 13 and 29(g) to the financial statements, notes discounted and loans amounted to $631,638,849 thousand, which accounted for 64% of total assets at December 31, 2025 and the expected credit losses of the notes discounted and loans amounted to $397,746 thousand, which accounted for 2% of total net revenue for the year ended December 31, 2025. Due to the large amount, such accounts have a significant effect on the financial statements of the Bank. In addition, the measurement of expected credit losses of notes discounted and loans involved various financial factors, such as probability of default and loss given default, which were determined by the management's critical estimations and judgments, and also required compliance with relevant laws and regulations, and then recognized at the higher of the amount. Therefore, the expected credit loss of notes discounted and loans were identified as a key audit matter.
The relevant accounting policies, estimates, assumptions and other information are referred to in Notes 4(l), 5, 13 and 29(g) to the financial statements.
The main audit procedures performed for the expected credit losses of notes discounted and loans were as follows:
- We obtained an understanding of internal controls for the expected credit losses of notes discounted and loans of the Bank. We also tested whether notes discounted and loans were categorized in accordance with the relevant laws and regulations issued by the competent authorities.
- We obtained an understanding of and recalculated the key parameters (such as the probability of default and loss given default) for the expected credit losses of notes discounted and loans assessed by the Bank to evaluate the reasonableness of expected credit losses. In addition, we examined whether the amount of expected credit losses compiled with relevant laws and regulations issued by authorities.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Bank's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Bank's financial reporting process.
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103
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Bank to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Bank to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Shu-Lin Liu and Pan-Fa Wang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 9, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.
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TAICHUNG COMMERCIAL BANK CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CASH AND CASH EQUIVALENTS | $ 12,689,843 | 1 | $ 15,727,753 | 2 |
| DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS | 52,557,909 | 5 | 49,941,583 | 5 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS | 41,897,662 | 4 | 35,682,788 | 4 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME | 100,276,211 | 10 | 99,441,484 | 10 |
| INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST | 103,257,320 | 10 | 107,707,280 | 11 |
| SECURITIES PURCHASED UNDER RESALE AGREEMENT | 16,180,210 | 2 | 8,241,776 | 1 |
| RECEIVABLES, NET | 4,698,838 | 1 | 4,815,747 | 1 |
| NOTES DISCOUNTED AND LOANS, NET | 631,638,849 | 64 | 601,677,785 | 63 |
| INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET | 7,374,388 | 1 | 6,941,526 | 1 |
| OTHER FINANCIAL ASSETS, NET | 3,888 | - | 3,517 | - |
| PROPERTIES AND EQUIPMENT, NET | 20,450,213 | 2 | 18,732,397 | 2 |
| RIGHT-OF-USE ASSETS, NET | 916,471 | - | 1,117,038 | - |
| INTANGIBLE ASSETS, NET | 493,354 | - | 258,672 | - |
| DEFERRED TAX ASSETS | 667,036 | - | 781,763 | - |
| OTHER ASSETS | 3,060,869 | - | 2,697,111 | - |
| TOTAL | $ 996,163,061 | 100 | $ 953,768,220 | 100 |
| LIABILITIES AND EQUITY | ||||
| DUE TO THE CENTRAL BANK AND OTHER BANKS | $ 14,856,943 | 1 | $ 19,651,215 | 2 |
| FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS | 2,682,542 | - | 2,821,648 | - |
| SECURITIES SOLD UNDER REPURCHASE AGREEMENTS | 10,168,693 | 1 | 12,844,223 | 1 |
| PAYABLES | 6,135,732 | 1 | 5,806,593 | 1 |
| CURRENT TAX LIABILITIES | 439,265 | - | 626,628 | - |
| DEPOSITS AND REMITTANCES | 845,288,669 | 85 | 808,728,342 | 85 |
| BANK DEBENTURES | 15,150,000 | 2 | 13,500,000 | 1 |
| OTHER FINANCIAL LIABILITIES | 6,190,692 | 1 | 4,131,841 | 1 |
| PROVISIONS | 1,391,983 | - | 1,269,467 | - |
| LEASE LIABILITIES | 952,627 | - | 1,145,320 | - |
| DEFERRED TAX LIABILITIES | 109,486 | - | 109,486 | - |
| OTHER LIABILITIES | 1,046,978 | - | 1,042,073 | - |
| Total liabilities | 904,413,610 | 91 | 871,676,836 | 91 |
| EQUITY (Note 28) | ||||
| Ordinary shares | 60,216,258 | 6 | 55,187,566 | 6 |
| Capital surplus | 2,467,906 | - | 1,528,256 | - |
| Retained earnings | ||||
| Legal reserve | 18,487,896 | 2 | 15,840,362 | 2 |
| Special reserve | 146,956 | - | 147,742 | - |
| Unappropriated earnings | 9,122,619 | 1 | 8,848,877 | 1 |
| Other equity | 1,307,816 | - | 538,581 | - |
| Total equity | 91,749,451 | 9 | 82,091,384 | 9 |
| TOTAL | $ 996,163,061 | 100 | $ 953,768,220 | 100 |
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TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | Percentage Increase (Decrease) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | % | |
| INTEREST REVENUE | $ 26,153,521 | 135 | $ 23,874,370 | 133 | 10 |
| INTEREST EXPENSE | (13,623,671) | (70) | (12,408,156) | (69) | 10 |
| NET INTEREST | 12,529,850 | 65 | 11,466,214 | 64 | 9 |
| NET INCOME OTHER THAN INTEREST | |||||
| Service fee income, net | 3,890,998 | 20 | 3,558,735 | 20 | 9 |
| (Losses) gains on financial assets and liabilities at fair value through profit or loss | (57,836) | - | 3,198,987 | 18 | (102) |
| Realized gains on financial assets at fair value through other comprehensive income | 640,150 | 3 | 549,458 | 3 | 17 |
| Foreign exchange gains (losses), net | 1,528,428 | 8 | (1,866,340) | (10) | 182 |
| Reversal of impairment losses (impairment losses) on financial assets | 2,120 | - | (8,077) | - | 126 |
| Share of profit of subsidiaries and associates for using the equity method | 856,270 | 4 | 972,242 | 5 | (12) |
| Other non-interest gains, net | 27,050 | - | 34,231 | - | (21) |
| TOTAL NET REVENUE | 19,417,030 | 100 | 17,905,450 | 100 | 8 |
| PROVISION FOR BAD DEBTS EXPENSE, COMMITMENTS AND GUARANTEES | (545,693) | (3) | (953,373) | (5) | (43) |
| OPERATING EXPENSES | (Continued) |
106
TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | Percentage Increase (Decrease) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | % | |
| Employee benefits expenses | $ (5,148,455) | (26) | $ (4,464,090) | (25) | 15 |
| Depreciation and amortization expenses | (529,111) | (3) | (461,787) | (3) | 15 |
| Other selling and administrative expenses | (2,552,906) | (13) | (2,346,630) | (13) | 9 |
| Total operating expenses | (8,230,472) | (42) | (7,272,507) | (41) | 13 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 10,640,865 | 55 | 9,679,570 | 54 | 10 |
| INCOME TAX EXPENSE | (1,583,372) | (8) | (1,387,707) | (8) | 14 |
| NET PROFIT FOR THE YEAR | 9,057,493 | 47 | 8,291,863 | 46 | 9 |
| OTHER COMPREHENSIVE INCOME | |||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Remeasurement of defined benefit plans | (151,612) | (1) | 34,083 | - | (545) |
| Unrealized gains on investments in equity instruments at fair value through other comprehensive income | 423,722 | 2 | 1,009,858 | 6 | (58) |
| Share of the other comprehensive income of subsidiaries and associates accounted for using the equity method | (9,500) | - | 67,195 | - | (114) |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | 22,662 | - | (31,057) | - | 173 |
| Items that will not be reclassified subsequently to profit or loss, net of income tax | 285,272 | 1 | 1,080,079 | 6 | (74) |
| (Continued) |
TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | Percentage Increase (Decrease) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | % | |
| Items that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences on the translation of financial statements of foreign operations | $ (32,705) | - | $ 47,720 | 1 | (169) |
| Share of the other comprehensive income of subsidiaries and associates accounted for using the equity method | 2,552 | - | 36,017 | - | (93) |
| Unrealized gains (losses) on investments in debt instruments designated as at fair value through other comprehensive income | 558,120 | 3 | (1,788,841) | (10) | 131 |
| Items that may be reclassified subsequently to profit or (loss), net of income tax | 527,967 | 3 | (1,705,104) | (9) | 131 |
| Other comprehensive income (loss) for the year, net of income tax | 813,239 | 4 | (625,025) | (3) | 230 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 9,870,732 | 51 | $ 7,666,838 | 43 | 29 |
| EARNINGS PER SHARE | |||||
| Basic | $1.53 | $1.40 | |||
| Diluted | $1.53 | $1.40 |
(Concluded)
TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| | Share Capital
Ordinary Shares | Capital Surplus | Retained Earnings | | | Other Equity | | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Financial Statements of Foreign Operations | Unrealized (Losses) Gains on Financial Assets at Fair Value Through Other Comprehensive Income | |
| BALANCE AT JANUARY 1, 2024 | $ 52,260,953 | $ 1,528,256 | $ 13,760,327 | $ 308,196 | $ 6,960,395 | $ (91,150) | $ 1,788,007 | $ 76,514,984 |
| Appropriation of 2023 earnings | | | | | | | | |
| Legal reserve | - | - | 2,080,035 | - | (2,080,035) | - | - | - |
| Reversal of special reserve | - | - | - | (160,454) | 160,454 | - | - | - |
| Cash dividends | - | - | - | - | (2,090,438) | - | - | (2,090,438) |
| Share dividends | 2,926,613 | - | - | - | (2,926,613) | - | - | - |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 8,291,863 | - | - | 8,291,863 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 29,112 | 83,737 | (737,874) | (625,025) |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 8,320,975 | 83,737 | (737,874) | 7,666,838 |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 504,139 | - | (504,139) | - |
| BALANCE AT DECEMBER 31, 2024 | 55,187,566 | 1,528,256 | 15,840,362 | 147,742 | 8,848,877 | (7,413) | 545,994 | 82,091,384 |
| Appropriation of 2024 earnings | | | | | | | | |
| Legal reserve | - | - | 2,647,534 | - | (2,647,534) | - | - | - |
| Reversal of special reserve | - | - | - | (786) | 786 | - | - | - |
| Cash dividends | - | - | - | - | (2,152,315) | - | - | (2,152,315) |
| Share dividends | 4,028,692 | - | - | - | (4,028,692) | - | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 9,057,493 | - | - | 9,057,493 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | (131,633) | (30,153) | 975,025 | 813,239 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 8,925,860 | (30,153) | 975,025 | 9,870,732 |
| Issuance of ordinary shares for cash | 1,000,000 | 890,000 | - | - | - | - | - | 1,890,000 |
| Share-based payment transaction | - | 49,650 | - | - | - | - | - | 49,650 |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 175,637 | - | (175,637) | - |
| BALANCE AT DECEMBER 31, 2025 | $ 60,216,258 | $ 2,467,906 | $ 18,487,896 | $ 146,956 | $ 9,122,619 | $ (37,566) | $ 1,345,382 | $ 91,749,451 |
109
TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 10,640,865 | $ 9,679,570 |
| Adjustments for: | ||
| Depreciation expense | 394,873 | 381,751 |
| Amortization expense | 134,238 | 80,036 |
| Provision for bad debts expense, commitments and guarantees liabilities | 545,693 | 953,373 |
| Losses (gains) on financial assets and liabilities at fair value through profit or loss | 57,836 | (3,198,987) |
| Gains on disposal of properties and equipment | (1,539) | (2,809) |
| Interest expense | 13,623,671 | 12,408,156 |
| Interest revenue | (26,153,521) | (23,874,370) |
| Dividend income | (239,056) | (194,843) |
| Compensation cost of employee share options | 49,650 | - |
| Share of profit of subsidiaries and associates for using the equity method | (856,270) | (972,242) |
| Gains on disposal of investments in debt instruments at fair value through other comprehensive income | (401,094) | (354,615) |
| Impairment losses on financial assets | (2,120) | 8,077 |
| Unrealized losses (gains) on foreign currency exchange | 942,780 | (1,091,813) |
| Gain on lease suspension | (2,636) | (9,364) |
| Total adjustment | (11,907,495) | (15,867,650) |
| Net changes in operating assets and liabilities | ||
| Due from the Central Bank and call loans to other banks | (1,550,333) | (3,536,200) |
| Financial assets at fair value through profit or loss | (6,532,679) | (2,413,220) |
| Receivables | 267,905 | (358,076) |
| Notes discounted and loans | (30,308,790) | (62,069,858) |
| Other financial assets | (34,745) | 301,934 |
| Other assets | 200,066 | (151,861) |
| Due to the Central Bank and other banks | (4,794,272) | 8,035,747 |
| Financial liabilities at fair value through profit or loss | 120,863 | 137,506 |
| Securities sold under repurchase agreements | (2,675,530) | 7,087,668 |
| Payables | 232,292 | (2,994,783) |
| Deposits and remittances | 36,560,327 | 77,063,491 |
| Other financial liabilities | 2,058,851 | 291,890 |
| Provision for employee benefits | (136,902) | (103,530) |
| Other liabilities | 78,148 | (67,139) |
| Changes in operating assets and liabilities | (6,514,799) | 21,223,569 |
| Cash (used in) generated from operations | (7,781,429) | 15,035,489 |
| Interest received | 25,769,712 | 23,270,434 |
| Dividend received | 653,901 | 685,995 |
| Interest paid | (13,521,824) | (12,165,902) |
| Income tax paid | (1,633,346) | (1,567,564) |
| Net cash generated from operating activities | 3,487,014 | 25,258,452 |
(Continued)
TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (25,716,128) | $ (56,461,199) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 25,921,219 | 21,234,376 |
| Purchase of financial assets at amortized cost | (592,980,779) | (605,038,468) |
| Proceeds from redemption of financial assets at amortized cost | 596,977,002 | 610,529,462 |
| Acquisition of investments accounted for using equity method | - | (600,000) |
| Proceeds from capital reduction of investments accounted for using equity method | - | 786,000 |
| Payments for properties and equipment | (1,939,628) | (1,054,090) |
| Proceeds from disposal of properties and equipment | 1,603 | 2,919 |
| Increase in refundable deposits | (533,824) | (84,669) |
| Payments for intangible assets | (368,924) | (141,020) |
| Net cash generated from (used in) investing activities | 1,360,541 | (30,826,689) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from issuing bank debentures | 5,000,000 | - |
| Repayment of financial debentures | (3,350,000) | (3,000,000) |
| (Refund of) proceeds from guarantee deposits received | (73,243) | 201,356 |
| Repayment of the principal portion of lease liabilities | (162,775) | (161,012) |
| Cash dividends distributed | (2,152,315) | (2,090,438) |
| Cash capital increase | 1,890,000 | - |
| Net cash generated from (used in) financing activities | 1,151,667 | (5,050,094) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (32,705) | 47,720 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,966,517 | (10,570,611) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR | 46,933,494 | 57,504,105 |
| CASH AND CASH EQUIVALENTS AT THE END OF YEAR | $ 52,900,011 | $ 46,933,494 |
(Continued)
TAICHUNG COMMERCIAL BANK CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| RECONCILIATIONS OF THE AMOUNTS IN THE STATEMENTS OF CASH FLOWS WITH THE EQUIVALENT ITEMS REPORTED IN THE BALANCE SHEETS AT DECEMBER 31, 2025 AND 2024 | ||
| Cash and cash equivalents in the balance sheets | $ 12,689,843 | $ 15,727,753 |
| Due from the central bank and call loans to other banks in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” | 24,029,958 | 22,963,965 |
| Securities purchased under resale agreements in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” | 16,180,210 | 8,241,776 |
| Cash and cash equivalents at the end of the year | $ 52,900,011 | $ 46,933,494 |
(Concluded)
113
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Taichung Commercial Bank Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Taichung Commercial Bank Co., Ltd. (the "Bank") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The following were the descriptions of the key audit matters in the audit of the consolidated financial statements of the Group for the year ended December 31, 2025:
Expected Credit Losses of Notes Discounted and Loans, Net
As described in Notes 13 and 32(g) to the consolidated financial statements, notes discounted and loans amounted to $633,982,283 thousand which accounted for 63% of total assets at December 31, 2025 and the expected credit losses of the notes discounted and loans amounted to $397,746 thousand which accounted for 2% of total net revenue for the year ended December 31, 2025. Due to the large amount, such accounts have a significant effect on the consolidated financial statements of the Group. In addition, the measurement of expected credit losses of notes discounted and loans involved various financial factors, such as probability of default and loss given default, which were determined by the management's critical estimations and judgments, and also required compliance with relevant laws and regulations, and then recognized at the higher of the amount. Therefore, the expected credit loss of notes discounted and loans were identified as a key audit matter.
The relevant accounting policies, estimates, assumptions and other information are referred to in Notes 4(m), 5, 13 and 32(g) to the consolidated financial statements.
The main audit procedures performed for the expected credit losses of notes discounted and loans were as follows:
- We obtained an understanding of internal controls for the expected credit losses of notes discounted and loans of the Group. We also tested whether notes discounted and loans were categorized in accordance with the relevant laws and regulations issued by competent authorities.
- We obtained an understanding of and recalculated the key parameters (such as the probability of default and loss given default) for the expected credit losses of notes discounted and loans assessed by the Group to evaluate the reasonableness of expected credit losses. In addition, we examined whether the amount of expected credit losses compiled with relevant laws and regulations issued by authorities.
Other Matter
We have also audited the parent company only financial statements of the Bank as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
114
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
115
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Shu-Lin Liu and Pan-Fa Wang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 9, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
116
TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| ASSETS | ||||
| CASH AND CASH EQUIVALENTS | $ 13,152,155 | 1 | $ 16,133,833 | 2 |
| DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS | 52,557,909 | 5 | 49,941,583 | 5 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS | 43,179,450 | 4 | 36,861,393 | 4 |
| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME | 100,481,331 | 10 | 99,646,519 | 10 |
| INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST | 103,297,941 | 10 | 107,749,552 | 11 |
| SECURITIES PURCHASED UNDER RESALE AGREEMENTS | 16,180,210 | 2 | 8,241,776 | 1 |
| RECEIVABLES, NET | 23,984,481 | 3 | 24,363,126 | 3 |
| CURRENT TAX ASSETS | 293 | - | - | - |
| NOTES DISCOUNTED AND LOANS, NET | 633,982,283 | 63 | 603,477,297 | 62 |
| INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET | 192,271 | - | 192,853 | - |
| RESTRICTED ASSETS, NET | 216,993 | - | 106,011 | - |
| OTHER FINANCIAL ASSETS, NET | 3,888 | - | 3,517 | - |
| PROPERTIES AND EQUIPMENT, NET | 21,129,858 | 2 | 19,411,366 | 2 |
| RIGHT-OF-USE ASSETS, NET | 916,291 | - | 1,108,080 | - |
| INVESTMENT PROPERTIES, NET | 539,881 | - | 544,436 | - |
| INTANGIBLE ASSETS, NET | 541,533 | - | 308,591 | - |
| DEFERRED TAX ASSETS | 806,263 | - | 917,916 | - |
| OTHER ASSETS | 3,349,295 | - | 3,071,253 | - |
| TOTAL | $ 1,014,512,326 | 100 | $ 972,079,102 | 100 |
| LIABILITIES AND EQUITY | ||||
| DUE TO THE CENTRAL BANK AND OTHER BANKS | $ 14,856,943 | 2 | $ 19,651,215 | 2 |
| FUNDS BORROWED FROM THE CENTRAL BANK AND OTHER BANKS | 11,661,073 | 1 | 13,369,774 | 2 |
| FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS | 2,682,542 | - | 2,821,648 | - |
| SECURITIES SOLD UNDER REPURCHASE AGREEMENTS | 10,168,693 | 1 | 12,844,223 | 1 |
| PAYABLES | 9,500,267 | 1 | 7,899,390 | 1 |
| CURRENT TAX LIABILITIES | 558,964 | - | 823,140 | - |
| DEPOSITS AND REMITTANCES | 842,858,170 | 83 | 806,665,136 | 83 |
| BANK DEBENTURES | 15,150,000 | 2 | 13,500,000 | 2 |
| OTHER FINANCIAL LIABILITIES | 11,560,692 | 1 | 8,555,462 | 1 |
| PROVISIONS | 1,424,683 | - | 1,297,832 | - |
| LEASE LIABILITIES | 950,653 | - | 1,137,781 | - |
| DEFERRED TAX LIABILITIES | 109,486 | - | 109,486 | - |
| OTHER LIABILITIES | 1,280,709 | - | 1,312,631 | - |
| Total liabilities | 922,762,875 | 91 | 889,987,718 | 92 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK | ||||
| Ordinary shares | 60,216,258 | 6 | 55,187,566 | 6 |
| Capital surplus | 2,467,906 | - | 1,528,256 | - |
| Retained earnings | ||||
| Legal reserve | 18,487,896 | 2 | 15,840,362 | 1 |
| Special reserve | 146,956 | - | 147,742 | - |
| Unappropriated earnings | 9,122,619 | 1 | 8,848,877 | 1 |
| Other equity | 1,307,816 | - | 538,581 | - |
| Total equity attributable to owners of the Bank | 91,749,451 | 9 | 82,091,384 | 8 |
| Total equity | 91,749,451 | 9 | 82,091,384 | 8 |
| TOTAL | $ 1,014,512,326 | 100 | $ 972,079,102 | 100 |
TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | Percentage Increase (Decrease) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | % | |
| INTEREST REVENUE | $ 27,404,095 | 133 | $ 25,197,946 | 130 | 9 |
| INTEREST EXPENSE | (14,116,015) | (69) | (12,947,284) | (67) | 9 |
| NET INTEREST | 13,288,080 | 64 | 12,250,662 | 63 | 8 |
| NET INCOME AND LOSS OTHER THAN INTEREST | |||||
| Service fee income, net | 5,138,906 | 25 | 4,729,326 | 25 | 9 |
| (Losses) gains on financial assets and liabilities at fair value through profit or loss | (5,295) | - | 3,596,577 | 19 | (100) |
| Realized gains on financial assets at fair value through other comprehensive income | 644,924 | 3 | 549,458 | 3 | 17 |
| Foreign exchange gains (losses), net | 1,528,466 | 8 | (1,865,904) | (10) | 182 |
| Reversal of impairment losses (impairment losses) on financial assets | 2,120 | - | (8,077) | - | 126 |
| Share of loss of associates accounted for using the equity method | (1,834) | - | (2,840) | - | (35) |
| Other non-interest gains, net | 46,248 | - | 50,017 | - | (8) |
| TOTAL NET REVENUE | 20,641,615 | 100 | 19,299,219 | 100 | 7 |
| PROVISION FOR BAD DEBTS EXPENSE, COMMITMENTS AND GUARANTEES | (648,694) | (3) | (1,100,726) | (6) | (41) (Continued) |
TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | Percentage Increase (Decrease) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | % | |
| OPERATING EXPENSES | |||||
| Employee benefits expenses | $ (5,749,193) | (28) | $ (5,203,872) | (27) | 10 |
| Depreciation and amortization expenses | (582,716) | (3) | (521,817) | (3) | 12 |
| Other selling and administrative expenses | (2,796,750) | (13) | (2,570,096) | (13) | 9 |
| Total operating expenses | (9,128,659) | (44) | (8,295,785) | (43) | 10 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 10,864,262 | 53 | 9,902,708 | 51 | 10 |
| INCOME TAX EXPENSE | (1,806,769) | (9) | (1,610,845) | (8) | 12 |
| NET PROFIT FOR THE YEAR | 9,057,493 | 44 | 8,291,863 | 43 | 9 |
| OTHER COMPREHENSIVE INCOME | |||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Remeasurement of defined benefit plans | (165,158) | (1) | 35,638 | - | (563) |
| Unrealized gains on investments in equity instruments at fair value through other comprehensive income | 423,807 | 2 | 1,052,561 | 6 | (60) |
| Share of the other comprehensive income of associates accounted for using the equity method | 1,252 | - | 23,247 | - | (95) |
| Income tax expense relating to items that will not be reclassified subsequently to profit or loss | 25,371 | - | (31,367) | - | 181 |
| Items that will not be reclassified subsequently to profit or loss, net of income tax | 285,272 | 1 | 1,080,079 | 6 | (74) |
| (Continued) |
119
TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | Percentage Increase (Decrease) | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | % | |
| Items that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences on the translation of financial statements of foreign operations | $ (30,153) | - | $ 83,737 | - | (136) |
| Unrealized gains (losses) on investments in debt instruments designated as at fair value through other comprehensive income | 558,120 | 3 | (1,788,841) | (9) | 131 |
| Items that may be reclassified subsequently to profit or loss, net of income tax | 527,967 | 3 | (1,705,104) | (9) | 131 |
| Other comprehensive income (loss) for the year, net of income tax | 813,239 | 4 | (625,025) | (3) | 230 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 9,870,732 | 48 | $ 7,666,838 | 40 | 29 |
| EARNINGS PER SHARE | |||||
| Basic | $ 1.53 | $ 1.40 | |||
| Diluted | $ 1.53 | $ 1.40 |
(Concluded)
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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Bank | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share Capital Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Total Equity | ||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating the Financial Statements of Foreign Operations | Unrealized (Losses) Gains on Financial Assets at Fair Value Through Other Comprehensive Income | ||||
| BALANCE AT JANUARY 1, 2024 | $ 52,260,953 | $ 1,528,256 | $ 13,760,327 | $ 308,196 | $ 6,960,395 | $ (91,150) | $ 1,788,007 | $ 76,514,984 |
| Appropriation of 2023 earnings | ||||||||
| Legal reserve | - | - | 2,080,035 | - | (2,080,035) | - | - | - |
| Reversal of special reserve | - | - | - | (160,454) | 160,454 | - | - | - |
| Cash dividends | - | - | - | - | (2,090,438) | - | - | (2,090,438) |
| Share dividends | 2,926,613 | - | - | - | (2,926,613) | - | - | - |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 8,291,863 | - | - | 8,291,863 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 29,112 | 83,737 | (737,874) | (625,025) |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 8,320,975 | 83,737 | (737,874) | 7,666,838 |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 504,139 | - | (504,139) | - |
| BALANCE AT DECEMBER 31, 2024 | 55,187,566 | 1,528,256 | 15,840,362 | 147,742 | 8,848,877 | (7,413) | 545,994 | 82,091,384 |
| Appropriation of 2024 earnings | ||||||||
| Legal reserve | - | - | 2,647,534 | - | (2,647,534) | - | - | - |
| Reversal of special reserve | - | - | - | (786) | 786 | - | - | - |
| Cash dividends | - | - | - | - | (2,152,315) | - | - | (2,152,315) |
| Share dividends | 4,028,692 | - | - | - | (4,028,692) | - | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 9,057,493 | - | - | 9,057,493 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | (131,633) | (30,153) | 975,025 | 813,239 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 8,925,860 | (30,153) | 975,025 | 9,870,732 |
| Issuance of ordinary shares for cash | 1,000,000 | 890,000 | - | - | - | - | - | 1,890,000 |
| Share-based payment transaction | - | 49,650 | - | - | - | - | - | 49,650 |
| Disposals of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | 175,637 | - | (175,637) | - |
| BALANCE AT DECEMBER 31, 2025 | $ 60,216,258 | $ 2,467,906 | $ 18,487,896 | $ 146,956 | $ 9,122,619 | $ (37,566) | $ 1,345,382 | $ 91,749,451 |
TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 10,864,262 | $ 9,902,708 |
| Adjustments for: | ||
| Depreciation expense | 436,524 | 430,475 |
| Amortization expense | 146,192 | 91,342 |
| Provision for bad debts expense, commitments and guarantees liabilities | 648,694 | 1,100,726 |
| Losses (gains) on financial assets and liabilities at fair value through profit or loss | 5,295 | (3,596,577) |
| Gains on disposal of properties and equipment | (689) | (3,130) |
| Interest expense | 14,116,015 | 12,947,284 |
| Interest revenue | (27,404,095) | (25,197,946) |
| Dividend income | (243,830) | (194,843) |
| Compensation cost of employee share options | 49,650 | - |
| Share of loss of associates accounted for using the equity method | 1,834 | 2,840 |
| Gains on disposal of investments in debt instruments at fair value through other comprehensive income | (401,094) | (354,615) |
| (Reversal of impairment losses) impairment losses on financial assets | (2,120) | 8,077 |
| Unrealized losses (gains) on foreign currency exchange | 848,397 | (1,088,088) |
| Gain on lease suspension | (3,446) | (9,480) |
| Total adjustment | (11,802,673) | (15,863,935) |
| Net changes in operating assets and liabilities | ||
| Due from the Central Bank and call loans to other banks | (1,550,333) | (3,536,200) |
| Financial assets at fair value through profit or loss | (6,583,321) | (2,318,602) |
| Receivables | 420,056 | (2,172,026) |
| Notes discounted and loans | (30,852,712) | (62,348,778) |
| Other financial assets | (34,745) | 301,934 |
| Other assets | 175,467 | (204,450) |
| Due to the Central Bank and other banks | (4,794,272) | 8,035,747 |
| Financial liabilities at fair value through profit or loss | 120,863 | 137,506 |
| Securities sold under repurchase agreements | (2,675,530) | 7,087,668 |
| Payables | 1,510,586 | (3,304,934) |
| Deposits and remittances | 36,193,034 | 77,749,365 |
| Other financial liabilities | 2,058,851 | 291,890 |
| Provision for employee benefits | (146,113) | (73,610) |
| Other liabilities | 43,950 | (33,854) |
| Changes in operating assets and liabilities | (6,114,219) | 19,611,656 |
| Cash (used in) generated from operations | (7,052,630) | 13,650,429 |
| Interest received | 27,121,674 | 24,581,820 |
| Dividends received | 243,830 | 194,843 |
| Interest paid | (14,020,724) | (12,707,501) |
| Income tax paid | (1,934,214) | (1,762,306) |
| Net cash generated from operating activities | 4,357,936 | 23,957,285 |
(Continued)
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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (25,716,128) | $ (56,623,531) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 25,921,219 | 21,234,376 |
| Purchase of financial assets at amortized cost | (592,980,779) | (605,080,740) |
| Proceeds from redemption of financial assets at amortized cost | 596,977,002 | 610,529,462 |
| Payments for properties and equipment | (1,961,440) | (1,077,923) |
| Proceeds from disposal of properties and equipment | 1,764 | 4,344 |
| Increase in refundable deposits | (534,491) | (78,951) |
| Payments for intangible assets | (377,829) | (145,748) |
| Net cash generated from (used in) investing activities | 1,329,318 | (31,238,711) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| (Decrease) increase in funds borrowings from Central Bank and other banks | (1,708,701) | 887,012 |
| Proceeds from commercial papers issued | 946,379 | 605,138 |
| Proceeds from issuing bank debentures | 5,000,000 | - |
| Repayment of financial debentures | (3,350,000) | (3,000,000) |
| (Refund of) proceeds from guarantee deposits received | (75,872) | 137,618 |
| Repayments of principal portion of lease liabilities | (183,843) | (186,345) |
| Cash dividends distributed | (2,152,315) | (2,090,438) |
| Proceeds from issuance of ordinary shares | 1,890,000 | - |
| Net cash generated from (used in) financing activities | 365,648 | (3,647,015) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (30,153) | 83,737 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,022,749 | (10,844,704) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 47,339,574 | 58,184,278 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 53,362,323 | $ 47,339,574 |
(Continued)
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TAICHUNG COMMERCIAL BANK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| RECONCILIATIONS OF THE AMOUNTS IN THE CONSOLIDATED STATEMENTS OF CASH FLOWS WITH THE EQUIVALENT ITEMS REPORTED IN THE CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2025 AND 2024 | ||
| Cash and cash equivalents in the consolidated balance sheets | $ 13,152,155 | $ 16,133,833 |
| Due from the central bank and call loans to other banks in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” | 24,029,958 | 22,963,965 |
| Securities purchased under resale agreements in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows” | 16,180,210 | 8,241,776 |
| Cash and cash equivalents at the end of the year | $ 53,362,323 | $ 47,339,574 |
(Concluded)
Appendix 2
Taichung Commercial Bank Co., Ltd. Articles of Incorporation
Chapter One General Principles
Article 1 The Bank is organized and established in accordance with the Banking Act and the provisions of the Company Act governing companies limited by shares, and is named Taichung Commercial Bank Co., Ltd., abbreviated as Taichung Bank.
Article 2 The Bank's purpose is to support national financial policy, provide comprehensive financial services, and promote industrial and economic development.
Article 3 The Bank's head office is located in Taichung City. Branches and other offices may be established at appropriate locations domestically and internationally as business needs require; their establishment, dissolution, or change shall be approved by the regulatory authority pursuant to a resolution of the Board of Directors.
Article 4 Public announcements by the Bank shall be made by publication in a daily newspaper circulating in the locality of the Bank's head office or in the manner designated by the regulatory authority.
Chapter Two Shares
Article 5 The Bank's total authorized capital is NT$77.7 billion, divided into 7,770,000,000 shares with a face value of NT$10 per share. Unissued shares are authorized to be issued in installments by the Board of Directors.
Preferred shares may be issued within the total number of shares referred to in the preceding paragraph.
Article 5-1 The rights and obligations of the Bank's preferred shares and other important issuance conditions are set out as follows:
- If the Bank's annual accounts result in a profit, all taxes shall be paid and prior years' losses made up as required by law; if a balance remains, the statutory reserve and special reserve shall be appropriated or reversed in accordance with the Articles of Incorporation, and the balance may then be used to distribute the
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dividends payable on preferred shares for the current year on a priority basis.
-
The preferred share dividend is capped at an annual rate of 8%.
-
Preferred share dividends are calculated based on the issuance price per share and may be paid once per year in cash; after the annual financial statements are approved at the Annual General Meeting of Shareholders each year, the Board of Directors shall set a record date to pay the dividends distributable for the preceding year. Dividends for the year of issuance and the year of redemption shall be calculated based on the actual number of days of issuance in the respective year.
-
The Bank has discretion over the distribution of preferred share dividends. If the Bank's annual accounts result in no profit and no common share dividends (including cash and stock dividends) are distributed, or if earnings are insufficient to distribute preferred share dividends, or if the distribution of preferred share dividends would cause the Bank's capital adequacy ratio to fall below the minimum requirement stipulated by law or the regulatory authority, the Bank may resolve not to distribute preferred share dividends, and preferred shareholders may not object. If the preferred shares issued are non-cumulative, any undistributed or insufficiently distributed dividends shall not be accumulated for deferred payment in subsequent years with profits.
-
In addition to receiving the dividends described in Subparagraph 3 of this item, preferred shareholders may not, if the preferred shares issued are non-participating, participate in the distribution of earnings and capital reserves in the form of cash or capitalization for common shares.
-
The priority order for preferred shareholders in the distribution of the Bank's residual property is senior to that of common shareholders and is the same as that of holders of all other preferred shares issued by the Bank, but shall not exceed the issuance amount. In the event that the Bank is placed under receivership,
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ordered to suspend operations for liquidation, or liquidated by the regulatory authority, the repayment priority of preferred shareholders shall be the same as that of common shareholders.
-
Preferred shareholders have no voting rights or election rights at shareholders' meetings, but may be elected as directors, and have voting rights at preferred shareholders' meetings and at shareholders' meetings concerning matters relating to the rights and obligations of preferred shareholders.
-
Convertible preferred shares issued by the Bank may not be converted within one year from the date of issuance. The period during which conversion is permitted is authorized to be determined by the Board of Directors in the actual issuance conditions. The holders of convertible preferred shares may apply in accordance with the issuance conditions to convert part or all of their preferred shares into common shares at the ratio of one preferred share to one common share (conversion ratio of 1:1). After convertible preferred shares are converted into common shares, their rights and obligations shall be the same as those of common shares. Dividends for the year of conversion of preferred shares shall be calculated based on the ratio of the actual number of days of issuance in that year to the total number of days in the year; however, holders who convert to common shares before the ex-dividend (ex-rights) record date for dividend distribution in each year may not participate in the distribution of preferred share dividends for that year and subsequent years, but may participate in the distribution of common share earnings and capital reserves.
-
For preferred shares issued by the Bank with no maturity date, preferred shareholders have no right to require the Bank to redeem their preferred shares. From the day after the fifth anniversary of the issuance date, the Bank may, subject to the approval of law and the regulatory authority, redeem all or part of the issued preferred shares at the actual issuance price; the rights and obligations of unredeemed preferred shares shall continue to be governed by the
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foregoing issuance conditions. If the Bank resolves to distribute dividends in that year, dividends payable up to the date of redemption shall be calculated based on the actual number of days of issuance in that year.
- For preferred shares issued by the Bank with a specified term, the issuance period of the preferred shares shall be no less than five years, and preferred shareholders have no right to require the Bank to redeem their preferred shares during the term. Upon or after maturity, or from the day after the fifth anniversary of the issuance date, and subject to the approval of law and the regulatory authority, the Bank may redeem the shares in cash at the issuance price and in accordance with the relevant issuance procedures, through compulsory conversion into new shares (at a ratio of 1: 1), or by any other method permitted by law. If the Bank is unable to redeem all or part of the preferred shares at maturity due to objective circumstances or force majeure, the rights of the unredeemed preferred shares shall continue in accordance with the issuance conditions set out in the issuance procedures until the Bank has redeemed all such shares.
The name, issuance date, and specific conditions of preferred shares are authorized to be determined by the Board of Directors at the time of actual issuance, taking into account the prevailing conditions of the capital market and investors' subscription willingness, in accordance with the Bank's Articles of Incorporation and applicable laws.
Article 5-2 The Bank may issue new shares to be reserved for subscription by employees pursuant to law, and may transfer treasury shares to employees pursuant to law; where the price of treasury shares transferred to employees is lower than the average repurchase price of the Bank's shares, such transfers shall require the approval of shareholders representing more than half of the total issued shares at the shareholders meeting, with the consent of two-thirds or more of the voting rights of the attending shareholders.
The new shares issued by the Bank to be reserved for subscription by
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employees pursuant to law, and the treasury shares acquired and transferred to employees pursuant to law, may include employees of controlling or subsidiary companies that meet the conditions set by the Board of Directors as eligible subscribers or transferees.
Article 6 When issuing new shares in accordance with the Company Act, the Bank may issue them in scripless form.
Article 7 (deleted)
Article 8 The Bank’s share affairs shall be handled in accordance with the Regulations Governing Stock Affairs of Public Companies promulgated by the regulatory authority and other applicable laws.
Article 9 The Bank’s shares shall be subject to a suspension of transfer of name registration for a period of 60 days before the Annual General Meeting of Shareholders, 30 days before an Extraordinary General Meeting of Shareholders, or five days before the record date for the Bank’s determination to distribute dividends, bonuses, or other benefits.
Article 10 After election, directors of the Bank shall report to the regulatory authority the number of shares they held in the Company at the time of their election. If a director transfers more than one-half of the shares held at the time of election during his or her term of office, the directorship shall be automatically vacated.
If a director’s shareholding increases or decreases during the term of office, such changes shall be reported to and publicly announced by the regulatory authority.
If a director whose term has not yet expired is re-elected early, and such director transfers more than one-half of the shares held at the time of election before assuming office, or transfers more than one-half of the shareholding during the period of suspension of share transfer before the shareholders meeting, the election shall be rendered invalid.
Chapter Three Business operations
Article 11 The Bank’s business category is H101021 Commercial Banking. The business items in the preceding paragraph are limited to those approved by the competent authority for the specific business.
Article 12 The Bank may conduct other business approved by the regulatory
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authority.
Chapter Four Shareholders meetings
Article 13 Shareholders meetings are of two types: Annual General Meetings and Extraordinary General Meetings. Annual General Meetings shall be held once a year and convened by the Board of Directors within six months after the end of each fiscal year. Extraordinary General Meetings shall be convened by the Board of Directors or the Audit Committee when necessary. Shareholders who have continuously held 3% or more of the total issued shares for one year or more may also submit a written request to the Board of Directors, specifying the proposed matters and reasons, to convene an Extraordinary General Meeting of Shareholders.
Preferred shareholders meetings may be convened as necessary in accordance with applicable laws.
Shareholders meetings of the Bank may be held by video conference or by other methods publicly announced by the central competent authority.
Article 14 Notice of the Annual General Meeting of Shareholders shall be given to each shareholder at least 30 days in advance, and notice of Extraordinary General Meetings shall be given at least 15 days in advance, specifying the date, venue, and reasons for convening the meeting.
Article 15 If a shareholder is unable to attend the shareholders meeting for any reason, the shareholder may use a proxy form printed by the Bank, specifying the scope of authorization, signed or sealed, to appoint a proxy to attend; however, each shareholder may issue only one proxy form, authorizing only one proxy. The proxy form shall be delivered to the Bank no later than five days before the shareholders meeting. In the event of duplicate proxy forms, the one that arrived first shall prevail, except where a revocation of the prior proxy form is declared.
Other matters not addressed herein shall be handled in accordance with the Regulations Governing the Use of Proxy Forms for Attendance at Shareholders Meetings by Public Companies promulgated by the
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regulatory authority.
Article 16 Matters to be resolved and executed by the shareholders meeting are as follows:
- Formulation and amendment of the Bank’s Articles of Incorporation.
- Resolutions on capital increases and reductions.
- Election and dismissal of directors.
- Inspection of account books and reports prepared by the Board of Directors and the Audit Committee report; for the purpose of inspecting the books and reports, the shareholders meeting may appoint an inspector.
- Resolutions on the distribution of earnings and shareholder dividends.
- Resolutions on other important matters.
Article 17 Resolutions of the shareholders meeting shall, unless otherwise provided by the Company Act, require the attendance of shareholders representing more than half of the total issued shares, and the approval of a majority of the voting rights of the attending shareholders.
Article 18 If the attending shareholders are fewer than the quorum required in the preceding article but shareholders representing one-third or more of the total issued shares are present, a provisional resolution may be adopted with the approval of a majority of the voting rights of the attending shareholders, and such provisional resolution shall be notified to each shareholder to re-convene a shareholders meeting within one month.
At such a shareholders meeting, if shareholders representing one-third or more of the total issued shares are still present and the provisional resolution is approved by a majority of the voting rights of the attending shareholders, it shall be deemed a resolution pursuant to the preceding article.
Article 19 Unless otherwise provided by law, each shareholder has one vote per share.
Article 20 The minutes of the shareholders meeting shall record the date, time, and venue of the meeting, the name of the chairperson, the method of
131
resolution, the gist of the proceedings, and the results, and shall be signed or sealed by the chairperson. They shall be permanently retained during the existence of the Company. The signature book of attending shareholders and proxy forms for authorized attendance shall be retained for at least one year. However, if a shareholder has filed a lawsuit pursuant to Article 189 of the Company Act, they shall be retained until the conclusion of the litigation.
Chapter Five Directors and Board of Directors
Article 21
The Bank shall have between 7 and 15 directors forming the Board of Directors, elected by the shareholders meeting from persons with full legal capacity in accordance with Article 198 of the Company Act. Directors shall serve a term of three years and may be re-elected. The total shareholding of all directors shall comply with the Regulations Governing the Minimum Shareholding Requirements for Directors and Supervisors of Public Companies.
The Bank’s directors (including independent directors) shall be elected by the shareholders meeting from a list of director candidates through the candidate nomination system.
Among the total number of directors, the number of independent directors shall be no fewer than three and no fewer than one-third of all director seats. Non-independent directors and independent directors shall be elected together, each being elected separately up to their respective number of seats, with those receiving the highest number of votes winning in each category.
The professional qualifications, shareholding and concurrent position restrictions, independence determination, nomination method, proxy attendance, and other matters to be complied with for independent directors shall all be handled in accordance with the Regulations Governing the Appointment of Independent Directors and the Compliance Matters for Public Companies.
Article 22
The Board of Directors may establish 3 to 5 Managing Directors, to be elected by cumulative voting at a meeting attended by two-thirds or more of all directors with the approval of a majority of the directors
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present; in accordance with the Regulations Governing the Appointment of Independent Directors and the Compliance Matters for Public Companies, the number of independent directors among the Managing Directors shall be no fewer than one and no fewer than one-fifth of all Managing Director seats; a Vice Chairman and a Resident Managing Director may be established when necessary pursuant to a resolution of the Board of Directors.
The Chairman, Vice Chairman, and Resident Managing Director shall be mutually elected from among the Managing Directors by the method described in the preceding paragraph, with one person to be elected to each position.
If no Managing Directors are established, the Chairman shall be mutually elected by two-thirds or more of all directors attending and with the approval of a majority of the directors present; a Vice Chairman may also be mutually elected when necessary.
The Chairman serves internally as chairperson of the shareholders meeting, Board of Directors meetings, and Managing Directors meetings, and represents the Bank externally. If the Chairman is on leave or unable to exercise authority for any reason, the Vice Chairman shall act in lieu; if there is no Vice Chairman or the Vice Chairman is also on leave or unable to exercise authority for any reason, the Chairman shall designate one Managing Director to act in lieu; if there are no Managing Directors, one Director shall be designated; if the Chairman has not designated a proxy, the Managing Directors or Directors shall mutually elect one to act in lieu.
If the Bank itself or any of its responsible persons is subjected to the dissemination of rumors or fraudulent schemes damaging its credit, the Chairman of the Bank shall immediately file a complaint with the investigative authority pursuant to law.
When the Board of Directors is not in session, the Managing Directors shall regularly conduct banking business by way of meetings in accordance with laws, regulations, the Articles of Incorporation, shareholders meeting resolutions, and Board of Directors resolutions,
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convened by the Chairman at any time, with resolutions adopted by the attendance of more than half of all Managing Directors and the approval of a majority of those present; however, matters involving significant interests of the Company shall still require a resolution of the Board of Directors.
Article 23 The powers of the Board of Directors are as follows:
- Review and approval of various rules and regulations.
- Review and approval of major business operations and their plans, and determination of business plans.
- Review and approval of various important contracts.
- Review and approval of budgets and accounts.
- Formulation of earnings distribution proposals.
- Formulation of capital increase and reduction proposals.
- Determination of the establishment, dissolution, or change of the Bank’s branches and other offices.
- Determination of real estate transactions and investments.
- Management and execution of audit matters.
- Determination of the appointment and dismissal of managers.
- Other powers conferred by law and by the shareholders meeting.
Article 24 The Board of Directors shall hold at least one meeting per quarter; emergency meetings may be held when urgent matters arise or at the request of more than half of the directors; unless otherwise provided by the Company Act, meetings shall be convened by the Chairman.
To strengthen management functions, the Board of Directors may establish various types of functional committees, whose rules governing the exercise of powers shall be separately formulated by the Board of Directors.
Article 25 Directors shall personally attend Board of Directors meetings; directors who are unable to attend for any reason may appoint another director as proxy, but must issue a proxy form for each occasion specifying the scope of authorization for the reasons for convening the meeting.
The proxy referred to in the preceding paragraph is limited to being commissioned by only one person.
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Article 26 Resolutions of the Board of Directors shall, unless otherwise provided by the Company Act, require the attendance of more than half of all directors and the approval of a majority of the directors present; the minutes shall be signed or sealed by the chairperson.
Article 27 If director vacancies reach one-third of the total number of directors, the Board of Directors shall convene a shareholders meeting pursuant to law to hold a by-election; directors elected through a by-election shall serve only for the remainder of the term of their predecessor.
Article 27-1 The remuneration of the Chairman, Vice Chairman, Resident Managing Director, Managing Directors, Independent Directors, and Directors is authorized to be determined and paid by the Board of Directors with reference to the prevailing standards in the industry.
Independent directors shall not participate in the Bank’s earnings distribution.
The Bank shall purchase liability insurance for directors for any liability they are legally required to bear within the scope of their duties during their term of office.
Article 28 The President, Executive Vice Presidents, and relevant personnel may be invited to attend Board of Directors and Managing Directors meetings for consultation.
Chapter Six Audit Committee
Article 29 The Bank’s Audit Committee shall be composed of all independent directors; the term of office of members shall be the same as that of independent directors; the number of members shall be no fewer than three, and at least one member shall have accounting or financial expertise.
The exercise of powers, rules of procedure, and other compliance matters of the Audit Committee shall be handled in accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and Organizational Rules of the Bank’s Audit Committee.
Article 29-1 (deleted)
Article 30 (deleted)
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Article 31 (deleted)
Chapter Seven Managers
Article 32 The Bank shall have one President who manages business operations pursuant to resolutions of the Board of Directors; several Executive Vice Presidents and Deputy Executive Vice Presidents shall be appointed to assist; their appointment and dismissal shall require the approval of a majority of all directors. Additionally, managers at various levels shall be appointed and dismissed upon recommendation by the President with the approval of a majority of all directors.
The Bank shall have one Chief Auditor, whose position is equivalent to that of an Executive Vice President; appointment, dismissal, or reassignment shall require the consent of more than one-half of all members of the Audit Committee and the consent of two-thirds or more of all directors of the Board of Directors, and shall be reported to the regulatory authority for approval before taking effect.
If the preceding paragraph fails to obtain the consent of more than one-half of all members of the Audit Committee, the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
Chapter Eight Accounting
Article 33 The Bank’s business accounts shall be settled on the last day of each month, with December 31 as the annual settlement date.
Article 34 After the annual accounts are settled, the Bank shall prepare the following books and records; after review by the Board of Directors and audit by the Audit Committee, and upon approval by the shareholders meeting, these shall be separately submitted to the regulatory authority and the Central Bank of the Republic of China for recordkeeping within 15 days:
- Business Report.
- Financial statements.
- Proposal for earnings distribution or deficit offset.
Article 35 Should the Bank record a profit for the fiscal year, between 0.5% and
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Article 36
3% shall be allocated as employee compensation (of which 35% of the employee compensation amount shall be distributed to frontline employees), to be distributed in the form of shares or cash as resolved by the Board of Directors. In addition, the Bank may allocate no more than 2.5% of the aforementioned amount as remuneration to the Directors. The proposal for the distribution of employee compensation and director compensation shall be reported to the shareholders meeting. However, if the Bank still has accumulated losses, the amount required to cover such losses shall be set aside first, and then employee compensation and director compensation shall be allocated in accordance with the proportions set out in the preceding paragraph.
If the Bank’s annual accounts result in a profit, after paying taxes as required by law and making up accumulated losses, 30% shall be appropriated as legal reserve; however, when the legal reserve has reached the Bank’s paid-in capital, no further appropriation is required. The remainder shall be appropriated or reversed as special reserve in accordance with applicable laws, and preferred share dividends may be distributed. For the balance, combined with the accumulated undistributed surplus and special reserve as well as the reversed amount in accordance with the laws and regulations, when there is still a surplus, the Board of Directors shall prepare an earnings allocation proposal and submit it to the Shareholders Meeting for adoption on the distribution of dividends and bonuses to shareholders.
Regarding the earnings distribution proposal, the Board of Directors shall, based on the change of operating environment, operation and investment demand, and funds to be retained, formulate the ratio of cash and stock dividends, where the cash dividend must not be less than 10% of the total dividend, and submit the proposal to the Shareholders Meeting for resolution.
If the capital adequacy ratio fails to meet the statutory ratio, the distribution of earnings shall be handled in accordance with the Banking Act and the regulatory authority’s requirements.
Chapter Nine Supplementary Provisions
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Article 37 The Bank's organizational regulations shall be separately formulated.
Article 38 Matters not provided for in these Articles of Incorporation shall be handled in accordance with the Company Act, the Banking Act, and applicable laws.
Article 39 These Articles of Incorporation shall take effect after approval by resolution of the shareholders meeting, and the same shall apply to amendments. These Articles of Incorporation were formulated on October 22, 1977, and took effect on January 1, 1978.
1st amendment was made on March 4, 1979.
2nd amendment was made on March 9, 1980.
3rd amendment was made on March 1, 1981.
4th amendment was made on March 7, 1982.
5th amendment was made on March 5, 1983.
6th amendment was made on March 7, 1985.
7th amendment was made on March 22, 1986.
8th amendment was made on March 19, 1987.
9th amendment was made on March 23, 1988.
10th amendment was made on March 23, 1989.
11th amendment was made on October 5, 1989.
12th amendment was made on March 23, 1990.
13th amendment was made on June 28, 1991.
14th amendment was made on October 13, 1992.
15th amendment was made on June 5, 1993.
16th amendment was made on April 23, 1994.
17th amendment was made on June 10, 1995.
18th amendment was made on October 18, 1995.
19th amendment was made on March 28, 1996.
20th amendment was made on May 8, 1997.
21st amendment was made on June 20, 1998.
22nd amendment was made on October 12, 1998.
23rd amendment was made on May 18, 1999.
24th amendment was made on June 15, 2000.
25th amendment was made on May 17, 2002.
26th amendment was made on June 25, 2003.
27th amendment was made on June 9, 2006.
28th amendment was made on December 7, 2006.
29th amendment was made on June 15, 2007.
30th amendment was made on June 13, 2008.
31st amendment was made on June 19, 2009.
32nd amendment was made on June 15, 2010.
33rd amendment was made on June 22, 2011.
34th amendment was made on June 13, 2013.
35th amendment was made on June 19, 2014.
36th amendment was made on June 2, 2015.
37th amendment was made on June 21, 2016.
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38th amendment was made on June 7, 2017.
39th amendment was made on June 5, 2018.
40th amendment was made on June 28, 2019.
41st amendment was made on June 30, 2020.
42nd amendment was made on July 1, 2021.
43rd amendment was made on May 17, 2022.
44th amendment was made on May 15, 2023.
45th amendment was made on May 24, 2024.
46th amendment was made on May 29, 2025.
Appendix 3
Rules of Procedure for Shareholders' Meetings
Article 1 These Rules are formulated pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies in order to establish a sound shareholders meeting governance system, strengthen supervisory functions, and enhance management mechanisms for the Company, and shall be complied with accordingly.
Article 2 The rules of procedure for shareholders meetings of the Company shall be governed by these Rules, unless otherwise provided by laws and regulations or the Articles of Incorporation.
Article 3 Shareholders meetings of the Company shall be convened by the Board of Directors, unless otherwise provided by law.
The convening of a shareholders meeting by video conference shall be stipulated in the Articles of Incorporation and resolved by the Board of Directors, unless otherwise provided by the Regulations Governing Stock Affairs of Public Companies; furthermore, a video shareholders meeting shall be conducted pursuant to a resolution adopted by the Board of Directors with the attendance of at least two-thirds of all directors and the approval of a majority of the directors present.
Any change in the method of convening the shareholders meeting of the Company shall require a resolution of the Board of Directors, and shall be made no later than before the dispatch of the notice of the shareholders meeting.
The Company shall, no later than 30 days before the Annual General Meeting of Shareholders or 15 days before an Extraordinary General Meeting of Shareholders, transmit as electronic files to the Market Observation Post System the notice of meeting, proxy form, and the subject matter and explanatory materials of all proposals including ratification matters, discussion matters, and matters relating to the election or dismissal of directors. And it shall, no later than 30 days before the Annual General Meeting of Shareholders or 15 days before an Extraordinary General Meeting of Shareholders, transmit the shareholders meeting Handbook and supplementary meeting materials as electronic files to the Market Observation Post System. No later than 15 days before the shareholders
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meeting, the Handbook and supplementary meeting materials for that meeting shall be prepared for shareholders to access at any time, and shall be made available at the Company and its shareholder services agent.
The Handbook and supplementary meeting materials referred to in the preceding paragraph shall be made available to shareholders by the Company on the day of the shareholders meeting in the following manner:
- When convening a physical shareholders meeting, they shall be distributed at the meeting venue.
- When convening a video-assisted shareholders meeting, they shall be distributed at the meeting venue and transmitted as electronic files to the video conference platform.
- When convening a video shareholders meeting, they shall be transmitted as electronic files to the video conference platform.
Notices and announcements shall specify the reasons for convening the meeting; where the recipient consents, such notices may be given electronically.
Matters relating to the election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to cease public issuance, permission for directors to engage in competing business, capitalization of earnings, capitalization of capital reserve, dissolution, merger, deconsolidation, or matters under each subparagraph of Article 185, Paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be enumerated in the reasons for convening the meeting with an explanation of the main content, and may not be raised as extraordinary motions.
If the reasons for convening the shareholders meeting already specify a full re-election of directors and state the date of assuming office, after the re-election is completed at that shareholders meeting, the date of assuming office may not be changed by way of an extraordinary motion or any other means at the same meeting.
A shareholder holding 1% or more of the total issued shares may submit a proposal for the Annual General Meeting of Shareholders, limited to one
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proposal; proposals in excess of one shall not be included as agenda items. Furthermore, if a shareholder’s proposal falls under any of the circumstances specified in each subparagraph of Paragraph 4, Article 172-1 of the Company Act, the Board of Directors may decline to include it as an agenda item.
A shareholder may submit a recommendatory proposal to encourage the Company to promote the public interest or fulfill social responsibility; procedurally, such proposals shall be subject to the relevant provisions of Article 172-1 of the Company Act and limited to one proposal, with proposals in excess of one not to be included as agenda items.
The Company shall publicly announce the acceptance of shareholder proposals, the method of written or electronic acceptance, the location of acceptance, and the acceptance period before the record date for suspension of share transfer prior to the Annual General Meeting of Shareholders; the acceptance period shall be no less than ten days.
Shareholder proposals shall be limited to 300 characters; proposals exceeding 300 characters shall not be included as agenda items; proposing shareholders shall attend the Annual General Meeting of Shareholders in person or by proxy and participate in the discussion of the proposal.
The Company shall notify the proposing shareholders of the handling results before the date of dispatch of the notice to convene the shareholders meeting, and shall include proposals that comply with the provisions of this article in the notice of meeting. The Board of Directors shall explain the reasons for not including a shareholder proposal at the shareholders meeting.
Article 4 A shareholder may, at each shareholders meeting, use a proxy form printed by the Company, specifying the scope of authorization, to appoint a proxy to attend the shareholders meeting.
Each shareholder may issue only one proxy form, authorizing only one proxy, which shall be delivered to the Company no later than five days before the shareholders meeting. In the event of duplicate proxy forms, the one that arrived first shall prevail. However, this restriction shall not apply if a revocation of the prior proxy is declared.
After a proxy form has been delivered to the Company, if a shareholder wishes to attend the shareholders meeting in person or exercise voting rights
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by written or electronic means, the shareholder shall give written notice of revocation of the proxy to the Company no later than two days before the shareholders meeting; if revocation is made after the deadline, the voting rights exercised by the proxy shall prevail.
After a proxy form has been delivered to the Company, if a shareholder wishes to attend the shareholders meeting by video, the shareholder shall give written notice of revocation of the proxy to the Company no later than two days before the shareholders meeting; if revocation is made after the deadline, the voting rights exercised by the proxy shall prevail.
Article 5 The shareholders meeting shall be held at a location in the Company’s domicile or at a location convenient for shareholders to attend and suitable for holding a shareholders meeting. The meeting shall not commence before 9:00 a.m. or after 3:00 p.m. The opinions of independent directors shall be fully taken into account when determining the location and time of the meeting.
When the Company convenes a video shareholders meeting, the restriction on the meeting location in the preceding paragraph shall not apply.
Article 6 The Company shall specify in the notice of meeting the registration time and location for shareholders, solicitors, and authorized proxies (hereinafter referred to as shareholders) to register, as well as other matters requiring attention.
The registration time referred to in the preceding paragraph shall be conducted at least 30 minutes before the commencement of the meeting; the registration area shall be clearly marked and staffed with adequate and qualified personnel; the video conference for the shareholders meeting shall accept registrations on the video conference platform at least 30 minutes before the meeting commences; shareholders who have completed registration shall be deemed to be personally attending the shareholders meeting.
The Company shall set up a signature book for attending shareholders to sign in, or allow attending shareholders to submit a registration card in lieu of signing in.
The Company shall provide attending shareholders with the Handbook,
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annual report, attendance certificate, speech slip, voting ballot, and other meeting materials; if there is an election of directors, election ballots shall be additionally attached.
Shareholders shall attend the shareholders meeting with their attendance certificate, registration card, or other attendance documents; the Company shall not arbitrarily require shareholders to provide additional identification documents beyond those required for attendance; solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juridical person is a shareholder, more than one representative may attend the shareholders meeting. When a juridical person is entrusted to attend the shareholders meeting, only one representative may be designated to attend.
When the shareholders meeting is convened by video conference, shareholders wishing to attend by video shall register with the Company no later than two days before the shareholders meeting.
When the shareholders meeting is convened by video conference, the Company shall upload the Handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes before the meeting commences, and shall keep such materials disclosed until the end of the meeting.
Article 6-1 When the Company convenes a shareholders meeting by video conference, the following matters shall be specified in the notice to convene the shareholders meeting:
- The method for shareholders to participate in the video conference and exercise their rights.
- The method for handling disruptions to the video conference platform or to participation by video due to natural disasters, incidents, or other force majeure events, including at least the following:
(1) The time after which a disruption that continues to be unresolvable requires postponement or continuation of the meeting, and the date for such postponement or continuation if required.
(2) Shareholders who have not registered to participate in the original shareholders meeting by video may not participate in the
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postponed or continued meeting.
(3) When convening a video-assisted shareholders meeting, if the video conference cannot be continued, after deducting the shares attending the shareholders meeting by video, if the total shares present still meet the statutory quorum for the shareholders meeting, the meeting shall continue; for shareholders participating by video, their shares shall be counted in the total shares present, and they shall be deemed to have abstained on all proposals of that shareholders meeting.
(4) The method for handling the situation where results for all proposals have been announced but extraordinary motions have not yet been raised.
- When convening a video shareholders meeting, appropriate alternative measures to be provided for shareholders who have difficulty participating by video shall also be specified. Except in the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing Stock Affairs of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period within which shareholders may apply to the Company and other relevant matters shall be specified.
Article 7 If the shareholders meeting is convened by the Board of Directors, the chairperson shall be the Chairman of the Board; if the Chairman is on leave or unable to exercise authority for any reason, the Vice Chairman shall act in lieu; if there is no Vice Chairman or the Vice Chairman is also on leave or unable to exercise authority for any reason, the Chairman shall designate one Managing Director to act in lieu; if there are no Managing Directors, one Director shall be designated; if the Chairman has not designated a proxy, the Managing Directors or Directors shall mutually elect one to act in lieu.
If the chairperson in the preceding paragraph is represented by a Managing Director or Director, the Managing Director or Director shall have been in office for six months or more and be familiar with the Company's financial and business status. The same applies if the chairperson is the representative of a juridical person director.
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For a shareholders meeting convened by the Board of Directors, it is advisable for the Chairman to personally preside, and it is advisable for more than half of the directors of the Board of Directors, at least one independent director, and at least one representative of each type of functional committee to attend in person, with the attendance being recorded in the minutes of the shareholders meeting.
If the shareholders meeting is convened by a convening party other than the Board of Directors, the chairperson shall be that convening party; if there are two or more convening parties, they shall mutually elect one to serve as chairperson.
The Company may designate its commissioned lawyers, accountants, or relevant personnel to attend the shareholders meeting.
Article 8 The Company shall make a complete audio or video recording of the entire proceedings of the shareholders meeting and retain it for at least one year. However, if a shareholder has filed a lawsuit pursuant to Article 189 of the Company Act, they shall be retained until the conclusion of the litigation.
When the shareholders meeting is convened by video conference, the Company shall keep records of shareholders' registration, check-in, questions, voting, and the Company's vote-counting results, and shall make continuous and uninterrupted audio and video recordings of the entire video conference.
The data and audio/video recordings referred to in the preceding paragraph shall be properly retained by the Company during its existence, and the audio/video recordings shall be provided to the entrusted party handling the video conference affairs for retention.
Article 9 Attendance at shareholders meetings shall be calculated on the basis of shares. The number of shares present shall be calculated based on the signature book or registration cards submitted, plus the number of shares registered on the video conference platform, and the number of shares for which voting rights are exercised by written or electronic means.
When the scheduled meeting time has arrived, the chairperson shall promptly declare the meeting open and simultaneously announce relevant information including the number of shares without voting rights and the number of
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shares present.
However, if shareholders representing more than half of the total issued shares are not present, the chairperson may announce a postponement of the meeting, limited to two postponements, with the total postponement time not exceeding one hour. If after two postponements the attendance of shareholders representing one-third or more of the total issued shares has still not been achieved, the chairperson shall announce that the meeting has failed to convene; if the shareholders meeting is convened by video conference, the Company shall also announce the failure to convene on the video conference platform.
If after the two postponements the attendance remains insufficient but shareholders representing one-third or more of the total issued shares are present, a provisional resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act, and such provisional resolution shall be notified to each shareholder to re-convene a shareholders meeting within one month; if the shareholders meeting is convened by video conference, shareholders wishing to attend by video shall re-register with the Company pursuant to Article 6.
Before the current meeting concludes, if the shares represented by the attending shareholders reach more than half of the total issued shares, the chairperson may re-submit the provisional resolution to the shareholders meeting for a vote pursuant to Article 174 of the Company Act.
Article 10 If the shareholders meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors; all relevant proposals (including extraordinary motions and amendments to original proposals) shall be voted on item by item; the meeting shall proceed in accordance with the scheduled agenda, which may not be changed without a resolution of the shareholders meeting.
If the shareholders meeting is convened by a convening party other than the Board of Directors, the preceding paragraph shall apply mutatis mutandis.
Before the scheduled agenda items (including extraordinary motions) have been concluded, the chairperson may not unilaterally announce adjournment without a resolution; if the chairperson violates the rules of procedure and
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announces adjournment, the other members of the Board of Directors shall promptly assist the attending shareholders to elect one person to serve as chairperson by the approval of a majority of the voting rights of the attending shareholders in accordance with legal procedures, and the meeting shall continue.
When the chairperson considers that discussion of a proposal has reached the point where it may be put to a vote, the chairperson may announce the cessation of discussion and put the matter to a vote.
Article 11 Before speaking, attending shareholders shall fill in a speech slip specifying the gist of their speech, the shareholder account number and account name (or attendance certificate number), and the chairperson shall determine the order of speaking.
If an attending shareholder submits a speech slip but does not speak, the shareholder shall be deemed not to have spoken. If the content of the speech differs from what is recorded on the speech slip, the speech content shall prevail.
Each shareholder may speak on the same proposal no more than twice without the chairperson’s consent, and each speech shall not exceed five minutes; however, if a shareholder’s speech violates the rules or goes beyond the scope of the topic, the chairperson may stop the speech.
When an attending shareholder is speaking, other shareholders may not interrupt unless they have obtained the consent of the chairperson and the speaking shareholder; the chairperson shall stop violations.
When a juridical person shareholder designates two or more representatives to attend the shareholders meeting, only one person may be designated to speak on the same proposal.
After an attending shareholder has spoken, the chairperson may personally or designate relevant personnel to respond.
When the shareholders meeting is convened by video conference, shareholders participating by video may submit questions via text on the video conference platform after the chairperson announces the opening of the meeting and until the announcement of adjournment, limited to no more than two questions per proposal and no more than 200 characters each, and
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Paragraphs 1 to 5 shall not apply.
Article 12 Voting at shareholders meetings shall be calculated on the basis of shares.
For resolutions of the shareholders meeting, the shares of shareholders without voting rights shall not be counted in the total issued shares.
When a shareholder has a personal interest in a matter on the agenda that may be prejudicial to the interests of the Company, such shareholder may not participate in the vote and may not exercise the voting rights of other shareholders as proxy.
The number of shares that may not exercise voting rights under the preceding paragraph shall not be counted in the total voting rights of the attending shareholders.
Except for trust enterprises or shareholder services agents approved by the securities regulatory authority, if one person is simultaneously entrusted by two or more shareholders, the voting rights represented by such proxy shall not exceed 3% of the total voting rights of the total issued shares; any voting rights in excess of this limit shall not be counted.
Article 13 Each shareholder has one vote per share; however, this restriction shall not apply to restricted shares or shares listed as having no voting rights under Paragraph 2, Article 179 of the Company Act.
When the Company convenes a shareholders meeting, voting rights shall be exercised by electronic means, and may also be exercised by written means; when voting rights are exercised by written or electronic means, the method of exercise shall be specified in the notice to convene the shareholders meeting. Shareholders who exercise their voting rights by written or electronic means shall be deemed to be personally attending the shareholders meeting. However, they shall be deemed to have abstained on extraordinary motions and amendments to original proposals at that shareholders meeting; accordingly, the Company should avoid submitting extraordinary motions and amendments to original proposals.
The expression of intention by persons exercising voting rights by written or electronic means in the preceding paragraph shall be delivered to the Company no later than two days before the shareholders meeting; in the event of duplicate expressions of intention, the one that arrived first shall prevail.
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However, this restriction shall not apply if a revocation of the prior expression of intention is declared.
After a shareholder has exercised voting rights by written or electronic means, if the shareholder wishes to personally attend or attend by video at the shareholders meeting, the shareholder shall revoke the expression of intention to exercise voting rights in the preceding paragraph in the same manner as the exercise of voting rights no later than two days before the shareholders meeting; if revocation is made after the deadline, the voting rights exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy form is also used to appoint a proxy to attend the shareholders meeting, the voting rights exercised by the proxy shall prevail.
The adoption of resolutions on proposals shall require the approval of a majority of the voting rights of the attending shareholders, unless otherwise provided by the Company Act or the Articles of Incorporation of the Company. When putting matters to a vote, the chairperson or a designated person shall announce the total number of voting rights of the attending shareholders item by item, after which shareholders shall vote on each item, and the results of shareholders' approval, disapproval, or abstention shall be entered into the Market Observation Post System on the day the shareholders meeting is held.
When the same proposal has an amendment or a substitute proposal, the chairperson shall determine the order of voting together with the original proposal. If one of the proposals is passed, the other proposals shall be deemed rejected, and no further vote shall be required.
The scrutineers and vote counters for the voting on proposals shall be designated by the chairperson, provided that scrutineers shall be shareholders. Vote counting shall be conducted publicly within the meeting venue; the results of the vote shall be announced on the spot and recorded.
When the Company convenes a shareholders meeting by video conference, shareholders participating by video shall, after the chairperson announces the opening of the meeting, conduct voting on proposals and cast ballots in elections through the video conference platform, and shall complete such
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voting before the chairperson announces the close of voting; late submissions shall be deemed abstentions.
When the shareholders meeting is convened by video conference, vote counting shall be conducted on a one-time basis after the chairperson announces the close of voting, and the results of the vote and the election shall be announced.
When the Company convenes a video-assisted shareholders meeting, shareholders who have registered pursuant to Article 6 to attend the shareholders meeting by video and wish to personally attend the physical shareholders meeting shall revoke their registration in the same manner as their registration no later than two days before the shareholders meeting; if revocation is made after the deadline, the shareholder may only attend the shareholders meeting by video.
If voting rights are exercised by written or electronic means without revoking the expression of intention, and the shareholder participates in the shareholders meeting by video, such shareholder may not, except for extraordinary motions, exercise voting rights on the original proposals, submit amendments to the original proposals, or exercise voting rights on amendments to the original proposals.
Article 14 If the shareholders meeting has an election of directors, it shall be conducted in accordance with the relevant election norms formulated by the Company; the results of the election shall be announced on the spot, including the list of elected directors with their vote counts and the list of candidates who were not elected with their vote counts.
The election ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineers, properly kept, and retained for at least one year. However, if a shareholder has filed a lawsuit pursuant to Article 189 of the Company Act, they shall be retained until the conclusion of the litigation.
Article 15 The matters resolved at the shareholders meeting shall be recorded in the minutes, signed or sealed by the chairperson, and entered into the Market Observation Post System for public announcement within 20 days after the meeting.
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The minutes shall faithfully record the year, month, day, and place of the meeting, the name of the chairperson, the method of resolution, the gist of the proceedings, and the results of the vote (including the counted votes); if directors are elected, the number of votes received by each candidate shall be disclosed. They shall be permanently retained during the existence of the Company.
When the shareholders meeting is convened by video conference, the minutes shall, in addition to the items required to be recorded under the preceding paragraph, also record the opening and closing times of the shareholders meeting, the method of convening the meeting, the names of the chairperson and recorder, and the method of handling and the handling situation in the event of disruptions to the video conference platform or to participation by video due to natural disasters, incidents, or other force majeure events.
When the Company convenes a video shareholders meeting, in addition to complying with the provisions of the preceding paragraph, the minutes shall also record the alternative measures provided for shareholders who have difficulty participating by video.
Article 16 The number of shares solicited by solicitors, the number of shares represented by authorized proxies, and the number of shares for which shareholders attended by written or electronic means shall be compiled by the Company in a statistical table in the prescribed format on the day the shareholders meeting is held, and shall be clearly displayed at the meeting venue; when the shareholders meeting is convened by video conference, the Company shall upload the aforementioned data to the video conference platform at least 30 minutes before the meeting commences, and shall keep it disclosed until the end of the meeting.
When the Company convenes a shareholders meeting by video conference, the total number of shares of attending shareholders shall be disclosed on the video conference platform at the announcement of the opening of the meeting. The same applies if the total number of shares and voting rights of attending shareholders are additionally tabulated during the meeting.
If any matter resolved at the shareholders meeting constitutes material information as required by applicable laws and regulations or as specified by
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Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the prescribed time.
Article 17 Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm badges.
The chairperson may direct proctors or security personnel to assist in maintaining order at the meeting venue. Ushers or security personnel assisting in maintaining order shall wear armbands or identification badges marked with the word "proctor."
If the meeting venue is equipped with amplification equipment, the chairperson may stop shareholders from speaking if they are not using the equipment provided by the Company.
If a shareholder violates the rules of procedure and refuses to comply with corrections by the chairperson, thereby obstructing the proceedings of the meeting and failing to comply after being stopped, the chairperson may direct ushers or security personnel to ask the shareholder to leave the meeting venue.
Article 18 During the meeting, the chairperson may announce a recess at an appropriate time; in the event of force majeure circumstances, the chairperson may rule to temporarily suspend the meeting and announce the time for resumption as appropriate.
If the meeting venue cannot continue to be used before the scheduled agenda items (including extraordinary motions) of the shareholders meeting have been concluded, the shareholders meeting may resolve to find another venue to continue the meeting.
The shareholders meeting may resolve to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 When the shareholders meeting is convened by video conference, the Company shall immediately disclose the results of the vote on all proposals and the election results on the video conference platform after voting is concluded, in accordance with the prescribed disclosure requirements, and shall continue to disclose them for at least 15 minutes after the chairperson announces adjournment.
Article 20 When the Company convenes a video shareholders meeting, the chairperson and the recording personnel shall be at the same location within Taiwan, and
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the chairperson shall announce the address of that location at the opening of the meeting.
Article 21 When the shareholders meeting is convened by video conference, the Company may provide shareholders with a simple connection test before the meeting, and shall provide real-time services before and during the meeting to assist with technical communication issues.
When the shareholders meeting is convened by video conference, the chairperson shall, at the time of announcing the opening of the meeting, additionally announce that, except in the circumstances specified in Article 44-20, Paragraph 4 of the Regulations Governing Stock Affairs of Public Companies where postponement or continuation is not required, if disruptions to the video conference platform or to participation by video due to natural disasters, incidents, or other force majeure events persist for 30 minutes or more before the chairperson announces adjournment, the meeting shall be postponed or continued within five days, and Article 182 of the Company Act shall not apply.
If the preceding paragraph requires postponement or continuation, shareholders who have not registered to participate in the original shareholders meeting by video may not participate in the postponed or continued meeting.
If a postponement or continuation of the meeting is required pursuant to Paragraph 2, shareholders who have registered to participate in the original shareholders meeting by video and have completed registration but do not participate in the postponed or continued meeting shall have their shares attended at the original shareholders meeting, their exercised voting rights, and their exercised election rights counted in the total shares, total voting rights, and total election rights of the attending shareholders at the postponed or continued meeting.
When a shareholders meeting postponement or continuation is handled pursuant to Paragraph 2, proposals for which voting and vote counting have already been completed and the results of the vote or the list of elected directors have already been announced shall not require re-discussion or re-resolution.
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When the Company convenes a video-assisted shareholders meeting and the situation in Paragraph 2 where the video conference cannot be continued occurs, if after deducting the shares attending the shareholders meeting by video the total shares present still meet the statutory quorum for the shareholders meeting, the meeting shall continue without postponement or continuation pursuant to Paragraph 2.
If the situation in the preceding paragraph where the meeting must continue arises, for shareholders participating in the shareholders meeting by video, their shares shall be counted in the total shares of the attending shareholders, but they shall be deemed to have abstained on all proposals of that shareholders meeting.
When the Company postpones or continues the meeting pursuant to Paragraph 2, it shall handle the relevant preparatory work in accordance with the provisions listed in Article 44-20, Paragraph 7 of the Regulations Governing Stock Affairs of Public Companies, based on the date of the original shareholders meeting and the provisions of each applicable article. The periods specified in the latter part of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxy Forms for Attendance at Shareholders Meetings by Public Companies, Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing Stock Affairs of Public Companies shall be handled by the Company based on the date of the shareholders meeting as postponed or continued pursuant to Paragraph 2.
Article 22 When the Company convenes a video shareholders meeting, appropriate alternative measures shall be provided for shareholders who have difficulty attending the shareholders meeting by video. Except in the circumstances specified in Article 44-9, Paragraph 6 of the Regulations Governing Stock Affairs of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period within which shareholders may apply to the Company and other relevant matters shall be specified.
Article 23 These Rules shall take effect after approval by the shareholders meeting, and the same shall apply to amendments and abolition.
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Resolved in the General shareholders meeting on June 20, 1998.
Resolved in the General shareholders meeting on June 13, 2013.
Resolved in the General shareholders meeting on June 28, 2019.
Resolved in the General shareholders meeting on June 30, 2020.
Resolved in the General shareholders meeting on July 1, 2021.
Resolved in the General shareholders meeting on May 17, 2022.
Resolved in the General shareholders meeting on May 15, 2023.
Resolved in the General shareholders meeting on May 24, 2024
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Appendix 4
Director Election Procedures of Taichung Commercial Bank Co., Ltd.
Article 1 The election of the Company’s directors shall be handled in accordance with these Procedures, unless otherwise provided by laws and regulations or the Articles of Incorporation.
Article 2 The composition of the Company’s Board of Directors shall take diversity into account, and appropriate diversity guidelines shall be formulated in accordance with the Company’s operations, business model, and development needs, based on the following two key dimensions:
- Basic requirements and values: Gender, age, nationality, culture, etc., with no fewer than one director of a different gender.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Board members shall generally possess the knowledge, skills, and competencies necessary to carry out their duties. The overall capabilities the Board should possess are as follows:
- Operational Judgment.
- Ability of Accounting and Financial Analysis.
- Business Management Ability.
- Risk Management Ability.
- Crisis Management Ability.
- Industrial Knowledge.
- International Market View.
- Leadership.
- Decision-Making Ability.
More than half of the directors shall not have spousal or second-degree kinship relationships with each other.
The Company’s Board of Directors shall consider adjusting the composition of Board members based on the results of performance evaluations.
Article 3 The qualifications and election of the Company’s independent directors shall comply with the Regulations Governing the Appointment of Independent Directors and the Compliance Matters for Public Companies
and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 4 The election of the Company’s directors shall be conducted through the candidate nomination system procedure as prescribed in Article 192-1 of the Company Act.
If the Company’s directors are dismissed for any reason and the total number falls below five, a by-election shall be held at the nearest shareholders meeting. However, if director vacancies reach one-third of the seats specified in the Articles of Incorporation, the Company shall convene an Extraordinary General Meeting of Shareholders within 60 days from the date of occurrence of the fact to hold a by-election.
If the number of independent directors falls below the proviso of Paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the nearest shareholders meeting; if all independent directors are dismissed, an Extraordinary General Meeting of Shareholders shall be convened within 60 days from the date of occurrence of the fact to hold a by-election.
Article 5 The election of the Company’s directors shall adopt the single non-transferable cumulative voting system, where each share carries election rights equal to the number of directors to be elected, which may be concentrated for one person or distributed among several persons.
Article 6 The Board of Directors shall prepare election ballots equal in number to the directors to be elected, fill in the number of votes, and distribute them to shareholders attending the shareholders meeting; the voter’s name may be replaced by the attendance certificate number printed on the ballot.
Article 7 The Company’s directors shall be elected separately for independent directors and non-independent directors in accordance with the number of seats specified in the Articles of Incorporation and Board of Directors resolutions, with those receiving the highest number of votes in each category elected in order; if two or more candidates receive the same number of votes exceeding the specified number of seats, the tie shall be broken by drawing lots, with the chairperson drawing on behalf of absent persons.
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Article 8 Before the election begins, the chairperson shall designate vote counters and scrutineers who are shareholders, each in appropriate numbers, to perform the relevant duties. The ballot box shall be prepared by the Board of Directors and opened for public inspection by the scrutineers before voting.
Article 9 A ballot shall be invalid under any of the following circumstances:
- Ballots not prepared by the convening party are used.
- A blank ballot is placed in the ballot box.
- The writing is illegible, unreadable, or has been altered.
- The named candidate does not match the list of director candidates upon verification.
- Text other than the allocated number of votes is included.
Article 10 After voting is completed, ballots shall be counted on the spot; the results of the count shall be announced by the chairperson on the spot, including the list of elected directors and their vote counts.
The election ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineers, properly kept, and retained for at least one year. However, if a shareholder has filed a lawsuit pursuant to Article 189 of the Company Act, they shall be retained until the conclusion of the litigation.
Article 11 Elected directors shall be issued election notification letters by the Company’s Board of Directors.
Article 12 These Procedures shall take effect after approval by the shareholders meeting, and the same shall apply to amendments.
These Procedures were formulated at the 6th Extraordinary General Meeting of Shareholders on October 20, 1968.
First amendment at the 11th Extraordinary General Meeting of Shareholders on October 26, 1980.
Second amendment at the 13th Extraordinary General Meeting of Shareholders on October 4, 1986.
Third amendment at the 14th Extraordinary General Meeting of Shareholders on October 4, 1989.
Fourth amendment at the 15th Extraordinary General Meeting of Shareholders on October 13, 1992.
Fifth amendment at the 41st Annual General Meeting of Shareholders on June 5, 1993.
Sixth amendment at the 17th Extraordinary General Meeting of Shareholders on October 12, 1998.
Seventh amendment at the Annual General Meeting of Shareholders on May 17, 2002.
Eighth amendment at the Annual General Meeting of Shareholders on June 15, 2007.
Ninth amendment at the Annual General Meeting of Shareholders on June 13, 2013.
Tenth amendment at the Annual General Meeting of Shareholders on June 28, 2019.
Eleventh amendment at the Annual General Meeting of Shareholders on July 1, 2021.
Twelfth amendment at the Annual General Meeting of Shareholders on May 24, 2024.
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Appendix 5
Table of directors' shareholding status
I. Table of minimum shareholding requirements for all directors and details of shareholding recorded in the shareholders register
| Job Title | Required shareholding | Shares recorded in the shareholders register | Remarks |
|---|---|---|---|
| Directors | 120,000,000 shares | 193,291,240 shares |
Note: Record date for suspension of share transfer: March 29, 2026
II. Details of directors' shareholding
| Job Title | Name | Shares recorded in the shareholders register | Remarks |
|---|---|---|---|
| Chairman | Representative of Hsu Tian Investment Co., Ltd.: Ruey-Tsang Lee | 190,443,564 | |
| Managing Director | Kuei-Fong Wang | 2,847,676 | |
| Independent Managing Director | Jin-Yi Lee | 0 | |
| Independent Director | Li-Woon Lim | 0 | |
| Independent Director | Hsin-Chang Tsai | 0 | |
| Independent Director | Pi-Ta Chen | 0 | |
| Directors | Representative of Hsu Tian Investment Co., Ltd.: Hsueh-Hsuan Liao | 190,443,564 | |
| Directors | Representative of Hsu Tian Investment Co., Ltd.: Shih-Yi Chiang | 190,443,564 | |
| Directors | Representative of Hsu Tian Investment Co., Ltd.: Ying-Hui Wu | 190,443,564 |